-----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, UX20dlaKuUt2wcVkF/h/J9RTtfEYae+6cfvaG/7JuG5kGGVk5mc1AHqsR9w4N2Cf 3pfzuA9Lq7bthGxBDvOnYg== 0000922224-03-000021.txt : 20030516 0000922224-03-000021.hdr.sgml : 20030516 20030516161035 ACCESSION NUMBER: 0000922224-03-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPL ENERGY SUPPLY LLC CENTRAL INDEX KEY: 0001161976 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-74794 FILM NUMBER: 03708705 BUSINESS ADDRESS: STREET 1: TWO NORTH NINETH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11459 FILM NUMBER: 03708704 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 8-K 1 ppl8k5-03.htm PPL CORPORATION 8K PPL Corporation 8K May 14, 2003

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): May 14, 2003

PPL Corporation
(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania

1-11459

23-2758192
 

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)
       
 

PPL Energy Supply, LLC
(Exact Name of Registrant as Specified in Its Charter)
 

 
 

Delaware

333-74794

23-3074920
 

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)
       
       
       

Two North Ninth Street, Allentown, Pennsylvania 18101-1179
(Address of principal executive offices)

Registrants' Telephone Number, including Area Code: (610) 774-5151

Item 5. Other Events

On May 14, 2003, PPL Corporation (PPL) and PPL Energy Supply, LLC (PPL Energy Supply) issued a press release announcing a proposed offering by PPL Energy Supply of $300 million of convertible senior notes, to be guaranteed by PPL and convertible into PPL common stock. On May 15, 2003, PPL and PPL Energy Supply issued a press release announcing the pricing of $350 million of these convertible senior notes.

The convertible senior notes are to be sold in a Rule 144A private offering to qualified institutional buyers. The convertible senior notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act of 1933 or in accordance with an applicable exemption from the registration requirements of the Securities Act of 1933.

Filed herewith and incorporated herein by reference as exhibits are the press releases issued by PPL and PPL Energy Supply in accordance with Rule 135c under the Securities Act of 1933.

Item 7. Financial Statements and Exhibits

 

(c)

Exhibits
   

99.1 -

Press Release, dated May 14, 2003, announcing the proposed offering of $300 million of convertible senior notes.
   

99.2 -

Press Release, dated May 15, 2003, announcing pricing of $350 million of convertible senior notes.

 

SIGNATURE

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.

 

PPL CORPORATION
   
 

By:

/s/ James E. Abel                          
James E. Abel
Vice President - Finance and Treasurer

 

 

PPL ENERGY SUPPLY, LLC

   
 

By:

/s/ James E. Abel                          
James E. Abel
Treasurer

 

 

Dated:  May 16, 2003

 EX-99 3 ppl8k5-03exh99_1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

PPL Contacts:

George Biechler, for news media, at 610-774-5997

 

Tim Paukovits, for financial community, at 610-774-4124

 

PPL Corporation

 

Two North Ninth St.

 

Allentown, PA 18101

 

Fax 610-774-5281

 

PPL Corporation, PPL Energy Supply Announce
Offering of Convertible Senior Notes

            ALLENTOWN, Pa. (May 14, 2003) - PPL Corporation (NYSE: PPL) today announced a proposed offering by its indirect, wholly owned subsidiary, PPL Energy Supply, LLC, of $300 million of convertible senior notes, to be guaranteed by PPL Corporation and convertible into PPL Corporation common stock. In connection with the proposed offering of convertible senior notes, PPL Corporation and PPL Energy Supply will grant the initial purchasers an option for a period of 30 days to purchase up to an additional $45 million of convertible senior notes.

            The convertible senior notes are only proposed to be sold in a Rule 144A private offering to qualified institutional buyers. The convertible senior notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act of 1933 or in accordance with an applicable exemption from the registration requirements of the Securities Act of 1933.

            PPL Energy Supply plans to use the proceeds of the offering to repurchase its commercial paper and for general corporate purposes.

            PPL Corporation, headquartered in Allentown, Pa., controls about 11,500 megawatts of generating capacity in the United States, sells energy in key U.S. markets, and delivers electricity to customers in Pennsylvania, the United Kingdom and Latin America.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.

EX-99 4 ppl8k5-03exh99_2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

PPL Contacts:

  

George Biechler, for news media, at 610-774-5997
Tim Paukovits, for financial community, at 610-774-4124
PPL Corporation
Two North Ninth St.
Allentown, PA 18101
Fax 610-774-5281

PPL Corporation, PPL Energy Supply Announce
Pricing of Convertible Senior Notes

            ALLENTOWN, Pa. (May 15, 2003) - PPL Corporation (NYSE: PPL) today announced the pricing of $350 million of convertible senior notes offered by its indirect, wholly owned subsidiary, PPL Energy Supply, LLC, to be guaranteed by PPL Corporation and convertible into PPL Corporation common stock. The convertible senior notes are expected to be issued on Wednesday, May 21, 2003, subject to customary closing conditions.

            PPL Corporation and PPL Energy Supply have granted the initial purchasers an option for a period of 30 days to purchase up to an additional $50 million of convertible senior notes.

            The convertible senior notes are to be sold in a Rule 144A private offering to qualified institutional buyers. The convertible senior notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act of 1933 or in accordance with an applicable exemption from the registration requirements of the Securities Act of 1933.

            The convertible senior notes will bear interest at a rate of 2.625 percent per year, and interest will be payable semi-annually on May 15 and November 15 until maturity on May 15, 2023. The convertible senior notes will have an initial conversion rate of 20.1106 shares of PPL Corporation common stock per $1,000 principal amount of convertible senior notes, which equates to a conversion price of $49.725 per share of common stock.

            The convertible senior notes will be convertible at the conversion price until maturity if during any fiscal quarter starting after June 30, 2003, the market price of PPL Corporation's common stock trades at or above $59.67 per share over a certain period during the preceding quarter, or upon the occurrence of certain other events.

            The convertible senior notes will be redeemable by PPL Energy Supply at par, plus accrued and unpaid interest, beginning May 20, 2008, and the holders will be entitled to require PPL Energy Supply to purchase the convertible senior notes at par, plus accrued and unpaid interest, on May 15, 2008, 2013 and 2018. PPL and PPL Energy Supply intend to register the resale of the convertible senior notes and the underlying common stock with the Securities and Exchange Commission pursuant to a registration rights agreement to be entered into with the initial purchasers.

            PPL Energy Supply plans to use the proceeds of the offering to repurchase its commercial paper and for general corporate purposes.

            PPL Corporation, headquartered in Allentown, Pa., controls about 11,500 megawatts of generating capacity in the United States, sells energy in key U.S. markets, and delivers electricity to customers in Pennsylvania, the United Kingdom and Latin America.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.

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