-----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, UmE8c59ir3h2P7Pd2dDiJW6YFwg75NzzdFwTE9DIEC6byspEc2AhFM8gcvr5lcmI rGkNZnkU9g+TYdJhMfdalg== 0000893750-04-000041.txt : 20040203 0000893750-04-000041.hdr.sgml : 20040203 20040203163942 ACCESSION NUMBER: 0000893750-04-000041 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040203 EFFECTIVENESS DATE: 20040203 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: 333-112453 FILM NUMBER: 04563494 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 forms_8.txt REGISTRATION STATEMENT 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 (I.R.S. Employer incorporation or organization) Identification Number) PPL Corporation Two North Ninth Street Allentown, Pennsylvania 18101-1179 (Address, including zip code, of Registrant's Principal Executive Office) INCENTIVE COMPENSATION PLAN and INCENTIVE COMPENSATION PLAN FOR KEY EMPLOYEES (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).... 6,500,000 $45.54 $296,010,000 $37,504.47 ==================================================================================================================== (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 plans 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 January 29, 2004.
-------------------- EXPLANATORY NOTE The 6,500,000 shares of Common Stock being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a registration statement (No. 333-95967) on Form S-8 was filed with the Securities and Exchange Commission (the "Commission") on February 2, 2000. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 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 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 3rd day of February, 2004. 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 February 3, 2004. 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 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) February 3, 2004 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 6,500,000 shares of its Common Stock (the "Shares"), par value $0.01 per share, to be issued from time to time in connection with awards made by the Company under its Incentive Compensation Plan and Incentive Compensation Plan for Key Employees (the "Plans"), 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 will be legally issued, fully paid and nonassessable when they have been issued in accordance with the Plans. 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) February 3, 2004 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 6,500,000 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 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. 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 and, to the extent set forth herein, the law of the Commonwealth of Pennsylvania. 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 2 EX-23.A 5 exh23a.txt CONSENT OF INDEPENDENT ACCOUNTANT 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. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 3, 2004 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 6,500,000 shares of Common Stock of PPL Corporation (in connection with awards made under PPL Corporation's Incentive Compensation Plan and 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 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 23rd day of January, 2004. /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-----