-----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, SRbDkdG9x5Q1Pil3gyY2Dq6YymiuHWGRHilmxULYyS6rZkbLEfkj+Xz/f1WE7XQK Dgim5NtIjYEXClZin3BdtQ== 0000893750-03-000572.txt : 20031110 0000893750-03-000572.hdr.sgml : 20031110 20031110161857 ACCESSION NUMBER: 0000893750-03-000572 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20031110 EFFECTIVENESS DATE: 20031110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL CORP 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110372 FILM NUMBER: 03988583 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 181011179 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 S-8 1 form_s8.txt FORM S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- PPL CORPORATION (Exact name of Registrant as specified in its charter) Commonwealth of Pennsylvania 23-2758192 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) PPL Corporation Two North Ninth Street Allentown, Pennsylvania 18101-1179 (Address, including zip code, of Registrant's Principal Executive Office) PPL EMPLOYEE STOCK OWNERSHIP PLAN (Full title of the plan) James E. Abel Vice President-Finance and Treasurer PPL Corporation Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151 (Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service) With Copies to: Vincent Pagano, Jr. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 CALCULATION OF REGISTRATION FEE ================================================== =============== ================ ================= ============== Proposed Proposed maximum Title of each class of securities to be maximum aggregate Amount of registered Amount to be offering price offering price registration registered (1) per share (2) (2) fee - -------------------------------------------------- --------------- ---------------- ----------------- -------------- Common Stock, $0.01 par value per share(a).... 1,000,000 $40.14 $40,140,000 $3247.33 ================================================== =============== ================ ================= ==============
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminable amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h)(1) 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 of the high and low prices per share of the common stock on the New York Stock Exchange on November 5, 2003. ----------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by PPL Corporation (the "Company" or "Registrant") and the PPL Employee Stock Ownership Plan (the "Plan") with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference in this Registration Statement. a. The Plan's Annual Report on Form 11-K for the year ended December 31, 2002. b. The Company's Annual Report on Form 10-K for the year ended December 31, 2002. c. The Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 2003, June 30, 2003 and March 31, 2003. d. The Current Reports on Form 8-K of the Company dated July 9, 2003, July 2, 2003, June 19, 2003, May 16, 2003 and April 2, 2003. e. The description of the Company's capital stock contained in the Company's Registration Statement on Form 8-B dated April 27, 1995. 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 Thomas D. Salus, Esq., Senior Counsel of PPL Services Corporation, a subsidiary of the Company. Mr. Salus is a full-time employee of PPL Services Corporation. 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 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. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5(a) - Opinion of Thomas D. Salus, Esq. with respect to legality of securities being registered hereunder. 5(b) - Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder 23(a) - Consent of PricewaterhouseCoopers LLP 23(b) - Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit 5(a) filed herewith) 23(c) - Consent of Simpson Thacher & Bartlett LLP (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, 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 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; 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 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. (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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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. 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 10th day of November, 2003. PPL CORPORATION By: /s/ William F. Hecht ---------------------------------- 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 November 10, 2003. Signature Title /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 and Director John R. Biggar, Executive Vice President and Chief Financial Officer /s/ Joseph J. McCabe Principal - ------------------------------------------------- Accounting Officer Joseph J. McCabe, Vice President and Controller Frederick M. Bernthal, John W. Conway, E. Allen Directors Deaver, Louise K. Goeser, Stuart Heydt, W. Keith Smith and Susan M. Stalnecker By: /s/ William F. Hecht -------------------------------------------- William F. Hecht, Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended (the "Act"), the plan administrator of the employee benefit plan 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 10th day of November, 2003. PPL EMPLOYEE STOCK OWNERSHIP PLAN By: Employee Benefit Plan Board Plan Administrator By: /s/ Thoburn W. Hatten II ------------------------------------ Thoburn W. Hatten II, Chairman EXHIBIT INDEX Exhibit Description 5(a) Opinion of Thomas D. Salus, Esq. with respect to legality of securities being registered hereunder 5(b) Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit 5(a) filed herewith) 23(c) Consent of Simpson Thacher & Bartlett LLP (Reference is made to Exhibit 5(b) filed herewith) 24 Powers of Attorney EX-5.A 3 exh5a.txt OPINION RE: LEGALITY [PPL CORPORATION LETTERHEAD APPEARS HERE] Exhibit 5(a) November 10, 2003 PPL Corporation Two North Ninth Street Allentown, Pennsylvania 18101 Ladies and Gentlemen: I am Senior Counsel of PPL Services Corporation, a subsidiary of PPL Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the "Company"), and, as such, am familiar with the affairs of the Company. With respect to the Registration Statement on Form S-8 (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 1,000,000 shares of its Common Stock (the "Shares"), par value $0.01 per share, to be acquired from time to time by participants (each, a "Participant") under the PPL Employee Stock Ownership Plan (the "Plan") pursuant to the reinvestment of dividends on shares of Common Stock held in 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. PPL Corporation -2- November 10, 2002 I am further of the opinion that any newly-issued Shares will be legally issued, fully paid and nonassessable when they have been issued in accordance with the dividend reinvestment provisions of the Plan. I hereby consent to the use of this opinion as an exhibit to said Registration Statement. I also hereby give my consent to the use of my name in the opinion of Simpson Thacher & Bartlett LLP, filed as Exhibit 5(b) to said Registration Statement. Very truly yours, /s/ Thomas D. Salus EX-5.B 4 exh5b.txt OPINION RE: LEGALITY (SIMPSON THACHER & BARTLETT LLP LETTERHEAD APPEARS HERE) Exhibit 5(b) November 10, 2003 PPL Corporation Two North Ninth Street Allentown, Pennsylvania 18101-1179 Ladies and Gentlemen: We have acted as counsel to PPL Corporation, 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 and Exchange Commission under the Securities Act of 1933, as amended, relating to the sale by the Company of 1,000,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), to be acquired from time to time by participants ("Participants") under the PPL Employee Stock Ownership Plan (the "Plan") pursuant to the reinvestment of dividends on shares of Common Stock held in the Plan. We have examined copies of the Plan, the Registration Statement (including the exhibits thereto) and the related prospectus. We also have examined, and have relied as to matters of fact upon, the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion set forth below, 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 the originals of such latter documents. Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when all necessary corporate action to authorize and approve the issuance of the Shares has been taken by the Finance Committee of the Board of Directors of the Company and when such Shares have been issued to participants in the Plans in accordance with the provisions of the Plans, any newly-issued Shares to be so issued to such Participants will be validly issued, fully paid and nonassessable. Insofar as the opinion expressed herein relates to or is dependent upon matters governed by the laws of the Commonwealth of Pennsylvania, we have relied upon the opinion of Thomas D. Salus, Esq., to be filed an as exhibit to the Registration Statement. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. Very truly yours, /s/SIMPSON THACHER & BARTLETT LLP EX-23.A 5 exh23a.txt CONSENT OF INDEPENDENT ACCOUNTANTS 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 3, 2003 relating to the financial statements and financial statement schedule of PPL Corporation, which appears in the PPL Corporation Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference in this Registration Statement of our report dated June 25, 2003 relating to the financial statements and financial statement schedules of the PPL Employee Stock Ownership Plan, which appears in the Annual Report of the PPL Employee Stock Ownership Plan on Form 11-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania November 10, 2003 EX-24 6 exh24.txt POWER OF ATTORNEY Exhibit 24 PPL CORPORATION REGISTRATION STATEMENT POWER OF ATTORNEY ----------------- The undersigned directors of PPL Corporation, a Pennsylvania corporation, hereby appoint William F. Hecht, John R. Biggar 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 provisions of the Securities Act of 1933, as amended, a registration statement or registration statements 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 not in excess of 1,000,000 shares of Common Stock of PPL Corporation (in connection with the reinvestment of dividends under PPL Corporation's Employee Stock Ownership Plan), and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter any such registration statement or registration statements, 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 this 24th day of October, 2003. /s/ Frederick M. Bernthal /s/ Stuart Heydt - ------------------------------------- ------------------------------------- Frederick M. Bernthal Stuart Heydt /s/ John W. Conway /s/ W. Keith Smith - ------------------------------------- ------------------------------------- John W. Conway W. Keith Smith /s/ E. Allen Deaver /s/ Susan M. Stalnecker - ------------------------------------- ------------------------------------- E. Allen Deaver Susan M. Stalnecker /s/ Louise K. Goeser - ------------------------------------- Louise K. Goeser 2 -----END PRIVACY-ENHANCED MESSAGE-----