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): December 19, 2003

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.
1-11459	PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-2758192

Item 5. Other Events

        On December 19, 2003, PPL Corporation issued a press release announcing the extension of the duration of its exchange offer (the "Exchange Offer") for its Outstanding 7-3/4% PEPS^SM Units (the "Outstanding PEPS Units") and that PPL Corporation did not expect the new PEPS^SM Units to be issued in exchange for the Outstanding PEPS Units to be listed on any stock exchange at the time of the closing of the Exchange Offer. On December 30, 2003, PPL Corporation issued a press release announcing certain modifications to the Exchange Offer whereby PPL Corporation (i) waived the minimum condition to the Exchange Offer that previously required 35 percent of the Outstanding PEPS Units to tender and (ii) agreed to provide compensation for the services of dealers in soliciting tenders from retail holders of Outstanding PEPS Units by causing the dealer manager to pay to each such soliciting dealer a fee of $0.0625 per outstanding PEPS Unit accepted in the Exchange Offer and beneficially owned by a retail holder that was solicited by such soliciting dealer. On January 7, 2004, PPL Corporation filed with the Securities and Exchange Commission a Schedule TO/A attaching certain instructions for dealers soliciting tenders from retail holders of the Outstanding PEPS Units. A copy of each press release and the instructions for soliciting dealers are attached as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(c)	Exhibits
	99.1 -	Press Release, dated December 19, 2003, announcing the extension of the duration of the Exchange Offer.
	99.2 -	Press Release, dated December 30, 2003, announcing certain modifications to the Exchange Offer.
	99.3 -	Instructions For Soliciting Dealers, dated and filed with the Securities and Exchange Commission on January 7, 2004, providing instructions for dealers soliciting tenders from retail holders of the Outstanding PEPS Units.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PPL CORPORATION

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

Dated:January 9, 2004

EX-99

Exhibit 99.1

Contact: George E. Biechler, 610-774-5997 gebiechler@pplweb.com
Innisfree M&A Incorporated, for holders of outstanding PEPS^SM Units 877-825-8777. Banks and brokers may call collect at 212-750-5833

PPL Announces Extension and Other Information Related to its Exchange Offer for its Outstanding 7-3/4% PEPS ^SM Units

On Nov. 17, 2003, PPL Corporation (NYSE: PPL) launched an offer to exchange its outstanding 7-3/4% Premium Equity Participating Security Units (the outstanding PEPS Units) for its 7-3/4% Premium Equity Participating Security Units, Series B (the new PEPS Units) and a cash payment by PPL of $0.375 for each validly tendered and accepted outstanding PEPS Unit. PPL has extended the exchange offer, which was due to expire yesterday, Dec. 18, 2003, to 5:00 p.m., New York City time, on Jan. 15, 2004, unless earlier terminated or extended by PPL.

PPL has been advised by the exchange agent that the amount of outstanding PEPS Units tendered as of 5:00 p.m., New York City time, Dec. 18, 2003, was approximately 4,024,562 units, or about 17.5% of the 23,000,000 outstanding PEPS Units.

Holders who have validly tendered their outstanding PEPS Units need take no further action. Other holders who want to tender their outstanding PEPS Units must do so no later than 5:00 p.m., New York City time, on Thursday, Jan. 15, 2004, when the exchange offer will expire, unless earlier terminated or extended by PPL. Holders may withdraw any outstanding PEPS Units previously tendered until the expiration of the exchange offer.

PPL will apply to list the new PEPS Units on the New York Stock Exchange (NYSE), subject to obtaining a waiver of an NYSE listing requirement and meeting all other listing requirements, as described in the preliminary prospectus under “Description of the New PEPS Units—Listing.” The NYSE listing requirements specify that a listed security must have a minimum life of one year, a requirement the new PEPS Units will not meet. The NYSE has sought from the SEC a waiver of this requirement. Publication of this request for waiver in the Federal Register by the SEC is expected this week. However, the waiver is not expected to be granted by the expiration of the exchange offer. Accordingly, at the time of the expiration of the offer, PPL expects the new PEPS Units will not be listed on any stock exchange.

If the new PEPS Units are not listed on the NYSE by the time of the expiration of the exchange offer, PPL will continue its efforts to list the new PEPS Units as soon as possible following the exchange offer. However, there can be no guarantee that the waiver will be granted by the SEC or that PPL will be able to list the new PEPS Units on the NYSE. PPL will not apply to list the new PEPS Units on any other stock exchange.

The registration statement, preliminary prospectus and other materials related to the exchange offer may be obtained free of charge at the Securities and Exchange Commission’s Web site (www.sec.gov). These documents contain important information that should be read carefully before any decision is made with respect to the exchange offer.

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 press release shall not constitute an offer to exchange, sell, or the solicitation of an offer to exchange or buy, the securities of PPL, nor shall there be any offer, exchange, solicitation or sale of any securities of PPL in any state in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. EX-99 4 ppl8k1-9exhibit99_2.htm

Exhibit 99.2

Contact: George E. Biechler, for news media, 610-774-5997 gebiechler@pplweb.com
Innisfree M&A Inc., for holders of outstanding PEPS Units, 1-877-825-8777

PPL Announces Modifications to its Exchange Offer for its Outstanding 7-3/4% PEPS Units

On Nov. 17, 2003, PPL Corporation (NYSE: PPL) launched an offer to exchange its outstanding 7-3/4% Premium Equity Participating Security Units (the outstanding PEPS Units^SM) for its 7-3/4% Premium Equity Participating Security Units, Series B (the new PEPS Units), and a cash payment by PPL of $0.375 for each validly tendered and accepted outstanding PEPS Unit. The exchange offer is due to expire at 5:00 p.m., New York City time, on Jan. 15, 2004, unless earlier terminated or extended by PPL.

The conditions of the exchange offer, which may be waived by PPL, include, among other things, the valid tender at the expiration of the exchange offer of at least 35 percent of the outstanding PEPS Units. PPL has agreed to waive this minimum condition. PPL has been advised by the exchange agent that the amount of outstanding PEPS Units tendered as of 5:00 p.m., New York City time, on Dec. 29, 2003, was approximately 4,005,721 units, or about 17.42% of the 23,000,000 outstanding PEPS Units.

In addition, PPL has agreed that it will provide compensation for the services of dealers in soliciting tenders from retail holders of outstanding PEPS Units by causing the dealer manager, Morgan Stanley & Co., Inc., to pay to each such soliciting dealer a fee of $0.0625 per outstanding PEPS Unit accepted in the exchange offer and beneficially owned by a retail holder that was solicited by such soliciting dealer.

The registration statement, preliminary prospectus and other materials related to the exchange offer may be obtained free of charge at the Securities and Exchange Commission’s Web site (www.sec.gov). These documents contain important information that should be read carefully before any decision is made with respect to the exchange offer.

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 shall not constitute an offer to exchange, sell, or the solicitation of an offer to exchange or buy, the securities of PPL, nor shall there be any offer, exchange, solicitation or sale of any securities of PPL in any state in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. EX-99 5 ppl8k1-9exhibit99_3.htm

Exhibit 99.3

INSTRUCTIONS FOR SOLICITING DEALERS

Offer to Exchange

73/4% PEPS^SM Units, Series B and
a Cash Payment

for

73/4% PEPS^SM Units

of PPL CORPORATION

January 7, 2004

Ladies and Gentlemen:

            PPL Corporation, a Pennsylvania corporation ("PPL"), is offering to exchange 73/4% Premium Equity Participation Security Units (PEPS^SM Units), Series B, referred to herein as the New PEPS Units, plus a cash payment of $0.375 for each validly tendered and accepted 73/4% Premium Equity Participation Security Units (PEPS^SM Units), referred to herein as the Outstanding PEPS Units, on the terms and subject to the conditions set forth in the S-4/A of PPL filed with the Securities Exchange Commission on January 6, 2004 (as it may be amended or supplemented from time to time, the "Prospectus"), and the related letter of transmittal (the "Letter of Transmittal"). Such offer to exchange New PEPS Units for Outstanding PEPS is referred to herein as the "Offer". All capitalized terms used but not defined shall have the meanings ascribed to such terms in the Prospectus.

            Morgan Stanley & Co., Incorporated, as dealer manager for the Offer (the "Dealer Manager"), has entered into a Dealer Manager Agreement dated as of November 17, 2003 (the "Dealer Manager Agreement") with PPL and PPL Capital Funding Inc., pursuant to which it has agreed as Dealer Manager (A) to select and engage, in its sole discretion, securities dealers on behalf of PPL ("Soliciting Dealers") to solicit tenders from Retail Holders (as defined below) of Outstanding PEPS Units sought to be exchanged by PPL and (B) to pay a fee on PPL's behalf to any such Soliciting Dealer equal to the product of (i) 0.25% and (ii) the aggregate total stated amount of Outstanding PEPS Units exchanged in the Offer whose tender, in the Dealer Manager's sole judgment, was solicited from a Retail Holder by such Soliciting Dealer (such amount, a "Soliciting Dealer Fee"). Only one Soliciting Dealer shall be entitled to receive a Soliciting Dealer Fee for each Outstanding PEPS Unit exchanged in the Offer that is owned by a Retail Holder. In addition, only the Soliciting Dealer that actually tenders Outstanding PEPS Units on behalf of a Retail Holder will be entitled to the Soliciting Dealer Fee. The Dealer Manager will determine, in its sole discretion, the Soliciting Dealers entitled to receive Soliciting Dealer Fees. As used herein, "Retail Holder" means any beneficial owner of Outstanding PEPS Units who, in the Dealer Manager's sole discretion, is not a person identified in Rule 13d-1(b)(1)(ii) under the Securities Exchange Act of 1934, as amended, at the time of such tender.

            In order to be entitled to receive a Soliciting Dealer Fee, a Soliciting Dealer must submit to the Dealer Manager a completed, duly executed Application for Soliciting Dealer Fee attached as Annex A hereto prior to 5:00 p.m. New York City time on the expiration date of the Offer. Soliciting Dealer Fees will be paid to eligible Soliciting Dealers on the Exchange Date for the Offer.

ANNEX A

APPLICATION FOR SOLICITING DEALER FEE

Offer to Exchange
73/4% PEPS^SM Units, Series B and
a Cash Payment
for
73/4% PEPS^SM Units
of PPL CORPORATION

            In order to be eligible to be paid the Soliciting Dealer Fee for Outstanding PEPS Units held in nominee name tendered by a Soliciting Dealer on behalf of a customer who is the beneficial owner of such Outstanding PEPS Units, this Application must be duly executed, properly dated and returned to the Dealer Manager prior to 5:00 p.m. New York City time on the expiration date of the Offer. This application is qualified in its entirety by (i) the Instructions that form a part of the Letter of Transmittal and (ii) the terms of the Instructions for Soliciting Dealers relating to the above-captioned exchange offer dated January 7, 2004 ("Instructions for Soliciting Dealers"). All capitalized terms used but not defined shall have the meanings ascribed to such terms in the Instructions for Soliciting Dealers.

1.            REPRESENTATIONS OF SOLICITING DEALER

The undersigned hereby represents and warrants to the Dealer Manager that:

            (a)   All beneficial holders identified in Section 6 below are Retail Holders;

            (b)   No portion of any Soliciting Dealer Fee shall be paid to any beneficial owner of any Outstanding PEPS Unit;

            (c)   No tender of any Outstanding PEPS Unit was solicited in contravention of the federal securities laws of the United States or the securities laws of any state or subdivision thereof;

            (d)   In executing this Application we have relied upon the Prospectus, the Letter of Transmittal and the Instructions for Soliciting Dealers and upon not other representations whatsoever, written or oral;

            (e)   We are (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or (ii) a foreign broker or dealer not eligible for membership in the NASD, in which case we agree that we will not solicit tenders of Outstanding PEPS Units within the United States, its territories or possessions or from persons who are nationals or residents therein, and in either case agree that in acting under this Application we will conform to the Conduct Rules of the NASD in soliciting tenders of Outstanding PEPS Units pursuant to the Offer.

2.            ACKNOWLEDGMENTS

            (a)   We hereby acknowledge that the Dealer Manager shall have the sole discretion to determine whether a Soliciting Dealer is entitled to receive a Soliciting Dealer Fee in connection with the Offer, and we agree to provide to the Dealer Manager such further documentation as the Dealer Manager may reasonably request in order for the Dealer Manager to make such determination.

             (b)   We hereby acknowledge receipt of the Prospectus, the Letter of Transmittal and the Instructions for Soliciting Dealers.

3.            AGREEMENT TO DELIVER DOCUMENTS

            We hereby agree to deliver (a) to each person from whom we solicit tenders, copies of the preliminary prospectus relating to the Offer dated November 17, 2003, and each amendment or supplement thereto, and the Letter of Transmittal and (b) to each person who deposits Outstanding PEPS Units accompanied by a Letter of Transmittal in which, to our knowledge, our name has been inserted, the preliminary prospectus relating to the Offer dated November 17, 2003, and each amendment or supplement thereto prior to the deposit of such person's Outstanding PEPS Units, unless such person shall previously have received such materials.

4.            LIMITATIONS ON AUTHORITY

            We hereby agree that we have not been and are not authorized by any of PPL, PPL Capital Funding, Inc. or the Dealer Manager to give any information or to make any representations in connection with the Offer other than those contained in the Prospectus and other authorized solicitation material furnished by PPL through the Dealer Manager. We hereby agree that we have not been and are not authorized to act in any way as agent of either PPL, PPL Capital Funding, Inc. or the Dealer Manager and we hereby represent that we have not purported to act as such agent.

5.            PAYMENT REQUEST

            Voluntary Offering Instruction Number (VOI)______________________

            Number of Shares Tendered _______________ Date Tendered_________

            Participant No. ______________ Participant Name__________________

            Payment Instructions:

            Name of Firm________________________________________________
                                                (Please Print)

            Contact Name________________________________________________

            Address_____________________________________________________

            City/State/Zip Code___________________________________________

                    Telephone Number (_____) _______________________

6.            BENEFICIAL OWNER INFORMATION

            Below is the name of each beneficial owner, their account number and the number of Outstanding PEPS Units tendered by such beneficial owner whose tender of Outstanding PEPS Units was solicited by us:

Name/Account No. of Beneficial Owner	Number of Outstanding PEPS Units tendered	Name/Account No. of Beneficial Owner	Number of Outstanding PEPS Units tendered
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________
_______________	_______________	_______________	_______________

(Attach additional list if necessary)

            We hereby confirm to the Dealer Manager our acceptance of the terms and conditions of the foregoing letter and the truth and accuracy of each representation, warranty and acknowledgment set forth therein.

Very Truly Yours,

_____________________________
          Firm Name

By:__________________________
          Authorized Signature

_____________________________
          Address

Dated: _______________________

EX-99

PPL 8-K Exhibit 99-2

EX-99

PPL 8-K Exhibit 99.3