-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TP4V0Lu/5AkuRmjQfUehJTzWEsixZOhGZdn3UnuuQPLIx77hDcsbl1PDOPoI7Y1w bSQEF939XuJQADwwTmAFqQ== 0000950120-99-000130.txt : 19990426 0000950120-99-000130.hdr.sgml : 19990426 ACCESSION NUMBER: 0000950120-99-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990423 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PP&L RESOURCES INC CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11459 FILM NUMBER: 99600316 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH ST STREET 2: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 181011179 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PP&L INC CENTRAL INDEX KEY: 0000317187 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 230959590 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00905 FILM NUMBER: 99600317 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PP & L INC DATE OF NAME CHANGE: 19970912 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 1999 PP&L RESOURCES, INC. -------------------- (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-11459 23-2758192 ------------ ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) PP&L, INC. ---------- (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-905 23-0959590 ------------ ----- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) Two North Ninth Street, Allentown, Pennsylvania 18101-1179 ---------------------------------------------------------- (Address of principal executive offices) Registrant's Telephone Number, including Area Code: (610) 774-5151 -------------- ---------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS ------------ Annual Meeting -------------- On April 23, 1999, PP&L Resources, Inc. issued a press release regarding its annual meeting. A copy of the press release is attached hereto as exhibit 99 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION ----------------------------------------------------- AND EXHIBITS ------------ (c) Exhibits (99) Press Release, dated April 23, 1999, regarding PP&L Resources, Inc.'s annual meeting. Exhibit Index ------------- Exhibits Description -------- ----------- 99 Press Release, dated April 23, 1999, regarding PP&L Resources, Inc.'s annual meeting. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. PP&L Resources, Inc. PP&L, Inc. Date: April 23, 1999 By: /s/ John R. Biggar -------------------------- John R. Biggar Senior Vice President and Chief Financial Officer EX-99 2 ANNUAL MEETING NEWS RELEASE Exhibit 99 April 23, 1999 Contact: Dan McCarthy, (610) 774-5758 PP&L RESOURCES IS CAPITALIZING ON OPPORTUNITIES THROUGH AGGRESSIVE GROWTH STRATEGY ---------------------------------- ---COMPANY EXPECTS SIGNIFICANT GROWTH IN EARNINGS PER SHARE OVER NEXT SEVERAL YEARS -- Saying that the company already has made significant progress in capitalizing on opportunities in the energy business, the chairman of PP&L Resources, Inc. (NYSE: PPL) told shareowners Friday (4/23) that he anticipates even greater returns as the company pursues an aggressive growth strategy. "Our growth initiatives have led to strong financial returns that you saw over the past year as well as an expectation of solid future earnings growth," said William F. Hecht, PP&L Resources chairman, president and chief executive officer. "Our business plans call for earnings per share to grow at a compound annual rate of 7.9 percent over the next three years." A key component of the company's growth strategy is an objective to more than double its U.S. generating capacity over the next five years, making the company one of the largest owners of generation in the country. Speaking to 550 shareowners at PP&L Resources' annual meeting at Lehigh University's Stabler Arena, Hecht said the acquisition of new businesses, in combination with the successes of company's wholesale and retail marketing operations, contributed to a $700 million increase in revenues for 1998 versus the previous year. "This increase in revenues is hard evidence that PP&L Resources is growing," said Hecht. The dramatic increase in revenues in 1998 moved PP&L Resources up 66 places on the Fortune 500 list - to 401. Hecht said revenue growth can be expected to continue as the company completes its acquisition of more than 2,700 megawatts of generating capacity in Montana and Maine. Closing on both of these acquisitions is expected later this year. Hecht said that PP&L Resources is achieving substantial success in three basic business lines: () Delivery -- or distribution -- of energy, both electricity and natural gas to homes and businesses in Pennsylvania, as well as in the United Kingdom and Latin America. () Generation of electricity through the operation of high- performing power plants in key domestic and overseas markets. () Marketing of energy to other utilities and traders at the wholesale level, as well as to end users at the retail level. As a result of the expansion of the company's delivery business, Hecht said, PP&L Resources now is involved in the daily lives of more than 3.3 million customers around the world. He said the company is continuing to explore opportunities to further expand its delivery business - both domestically and internationally. The company already has announced plans to increase its generating capacity by more than 50 percent to 12,000 megawatts. But that's just the beginning, Hecht said. 2 "Over the next five years, it is our intention to increase our U.S. generation holdings by another 7,500 megawatts so that PP&L Resources has in the neighborhood of 20,000 megawatts of domestic capacity," said Hecht. "This expansion is positioning us to be an even lower-cost, more profitable generation supplier as new markets open up around the country." The company's marketing efforts also have been very successful, Hecht said. "Our sales in the wholesale market increased by 70 percent in 1998, and we now are buying and selling electricity, natural gas and oil in 28 states as well as in Canada," said Hecht. On the retail side, he said, the company will actually increase the amount of electricity it sells to end- use customers in 1999 compared to what it sold to customers in 1998 in the regulated market. John R. Biggar, PP&L Resources' senior vice president and chief financial officer, said during the meeting that the company's total return on common stock improved dramatically in 1998, reaching nearly 23 percent, almost double the 1997 rate. "We outperformed the index of electric companies in the Standard & Poors 500 and the Edison Electric Institute index of investor- owned electric utilities," said Biggar. Biggar also provided details on the company's earnings forecast. "Based on assumptions of increased wholesale prices for energy and increased load growth, higher affiliated company earnings and higher margins on sales by PP&L EnergyPlus, as well as fewer shares of common stock outstanding, we are forecasting earnings per share of $2.15 this year, $2.40 for 2000 and $2.60 for 2001," said Biggar. The company's 1998 adjusted earnings were $2.07 per share. 3 "We also expect to see strong growth in PP&L Resources' free cash flow over the next three years," Biggar said. In developing its financial forecast, the company made a number of assumptions about the business conditions that it expects to encounter in the next three years, Biggar said. "We have made realistic assumptions that avoid being either too aggressive or too conservative," he said, "and our experience so far in 1999 indicates that our assumptions are on target." He said that the company's current earnings forecast does not include the effects of its planned issuance of securitization bonds for up to $2.85 billion of transition costs. Biggar said the company plans to securitize its transition costs early in the third quarter of 1999, subject to state Public Utility Commission approval. "The securitization of PP&L's transition costs is expected to improve the 2000 earnings forecast by 5 cents per share to $2.45, and the 2001 forecast by 10 cents per share to $2.70," said Biggar. Biggar noted that issuing these bonds also is good news for PP&L, Inc. customers, whose rates may decrease by an average of about 1 percent over the 10 years the bonds will be outstanding. He said a portion of the cash derived from securitization will be made available to PP&L Resources for investment in projects or for the repurchase of common stock on the open market. "We have already repurchased 3 million shares of common stock and have announced plans to acquire an additional 4 million shares in open market transactions," said Biggar. Shareowners also heard from Frank Long, the company's executive vice president and chief operating officer, who provided additional information on the company's successes in 4 both the retail and wholesale energy market and the continued excellent operation of PP&L, Inc.'s power plants. During the meeting, shareowners ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditors and approved amendments to incentive compensation plans for company officers and key employees. Shareowners also elected three directors to three-year terms: Frederick M. Bernthal, president of Universities Research Association, Washington, D.C.; William J. Flood, secretary- treasurer of Highway Equipment & Supply Co., Drums, Pa.; and Long. About 76 percent of the approximately 158 million outstanding common shares were voted at the meeting. Directors continuing in office are (term expiration in parentheses): E. Allen Deaver, former executive vice president of Armstrong World Industries, Inc., Lancaster, Pa. (2000); Elmer D. Gates, vice chairman of Fuller Company, Bethlehem, Pa. (2000), Hecht (2001); Stuart Heydt, chief executive officer, Penn State Geisinger Health System, Harrisburg, Pa. (2001); Norman Robertson, former senior vice president and chief economist of Mellon Bank, Pittsburgh, Pa. (2000); and Marilyn Ware, chairman of American Water Works Company, Inc,, Voorhees, N.J. (2001). 5 The above directors also serve as directors of PP&L, Inc,, the company's largest subsidiary. Holders of PP&L, Inc. preferred stock approved changes to that company's articles of incorporation to improve financial flexibility related to authorization of stock, indebtedness and payment of dividends. PP&L Resources, Inc, is a Fortune 500 company based in Allentown, Pa. The PP&L Resources family of companies includes PP&L, Inc., which delivers electricity to 1.3 million customers in eastern and central Pennsylvania, generates electricity, and markets wholesale energy in the United States and in Canada; PP&L EnergyPlus Co., which sells competitively priced energy and energy services to deregulated markets; PP&L Global, Inc., which develops electric generation throughout the United States and around the world and has investments in United Kingdom and Latin American companies that distribute electricity to 2 million customers; PP&L Spectrum, Inc., which markets energy-management services and products; Penn Fuel Gas, Inc., which sells and distributes natural gas and propane in Pennsylvania and Maryland; and Burns Mechanical, Inc., H. T. Lyons, Inc., McCarl's Inc. and McClure Company, which are mechanical contracting and engineering firms that provide services in the mid- Atlantic region. See our Internet home page, at www.pplresources.com, for recent news releases and other information about PP&L Resources. Certain statements which are contained in this news release are "forward-looking statements" within the meaning of the federal securities laws. Although PP&L Resources and PP&L, Inc. believe that the expectations reflected in these statements are reasonable, there can be no assurance that these expectations will prove to have been correct. These forward-looking statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the forward-looking statements. The following are among the factors that could cause actual results to differ materially from the forward-looking statements: state and federal regulatory developments; new state or federal legislation; national or regional economic conditions; market demand and prices for energy and capacity; weather variations affecting customer energy usage; competition in retail and wholesale power markets; the need for and effect of any business or industry restructuring; the PP&L Resources' and PP&L, Inc.'s profitability and liquidity; new 6 accounting requirements or new applications of existing requirements; operating performance of plants and other facilities; environmental conditions and requirements; system conditions (including actual results in achieving Year 2000 compliance by PP&L Resources, its subsidiaries and others) and operating costs; performance of new ventures; political, regulatory or economic conditions in foreign countries where PP&L Global makes investments; foreign exchange rates; and PP&L Resources' and PP&L, Inc.'s commitments and liabilities. Any such forward-looking statements should be considering in light of such important factors and in conjunction with the PP&L Resources' and PP&L, Inc.'s documents on file with the Securities and Exchange Commission. New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for PP&L Resources and PP&L, Inc. to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and PP&L Resources and PP&L, Inc. undertake no obligation to update the information contained in such statement to reflect subsequent developments or information. 7 -----END PRIVACY-ENHANCED MESSAGE-----