-----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, GcXSaUdYY86ctnw+qqIv2xoD9u8j9QBEK1xxTPMAdYJjw4c3Ux2iJHTuW2dhEeMB kADpaIm1xT+4HBMr/oO3XA== 0000950109-97-001925.txt : 19970305 0000950109-97-001925.hdr.sgml : 19970305 ACCESSION NUMBER: 0000950109-97-001925 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970304 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA POWER & LIGHT CO /PA 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: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-31572 FILM NUMBER: 97550481 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 2157745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FILED BY: 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: SC 13E3 BUSINESS ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET STREET 2: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 181011179 SC 13E3 1 SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) PENNSYLVANIA POWER & LIGHT COMPANY (NAME OF ISSUER) PP&L RESOURCES, INC. (NAME OF PERSON FILING STATEMENT) 4 1/2% Preferred Stock 3.35% Series Preferred Stock 4.40% Series Preferred Stock 4.60% Series Preferred Stock 5.95% Series Preferred Stock 6.05% Series Preferred Stock 6.125% Series Preferred Stock 6.15% Series Preferred Stock 6.33% Series Preferred Stock, and 6.75% Series Preferred Stock (TITLE OF CLASS OF SECURITIES) (CUSIP No. 709051-40-3) (4 1/2% Preferred Stock) (CUSIP No. 709051-20-5) (3.35% Series Preferred Stock) (CUSIP No. 709051-30-4) (4.40% Series Preferred Stock) (CUSIP No. 709051-50-2) (4.60% Series Preferred Stock) (CUSIP No. 709051-66-8) (5.95% Series Preferred Stock) (CUSIP No. 709051-65-0) (6.05% Series Preferred Stock) (CUSIP No. 709051-68-4) (6.125% Series Preferred Stock) (CUSIP No. 709051-64-3) (6.15% Series Preferred Stock) (CUSIP No. 709051-69-2) (6.33% Series Preferred Stock) (CUSIP No. 709051-67-6) (6.75% Series Preferred Stock) (CUSIP NUMBER OF CLASS OF SECURITIES) John R. Biggar Vice President - Finance Pennsylvania Power & Light Company c/o PP&L Resources, Inc. Two North Ninth Street Allentown, Pennsylvania 18101 (Tel. No. 610-774-5151) (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) This statement is filed in connection with (check the appropriate box): Page 1 of 15 Pages a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3 (c) [Sec. 240.13e-3(c)] under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Page 2 of 15 Pages CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE - ---------------------- -------------------- $465,471,815 $93,094 * Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(l) thereunder, the transaction value was calculated by multiplying 530,189 shares of 4 1/2% Preferred Stock by its purchase price of $80.00 per share, 41,783 shares of 3.35% Series Preferred Stock by its purchase price of $52.02 per share, 228,773 shares of 4.40% Series Preferred Stock by its purchase price of $70.51 per share, 63,000 shares of 4.60% Series Preferred Stock by its purchase price of $73.72 per share, 300,000 shares of 5.95% Series Preferred Stock by its purchase price of $103.93 per share, 250,000 shares of 6.05% Series Preferred Stock by its purchase price of $104.37 per share, 1,150,000 shares of 6.125% Series Preferred Stock by its purchase price of $103.68 per share, 250,000 shares of 6.15% Series Preferred Stock by its purchase price of $104.72 per share, 1,000,000 shares of 6.33% Series Preferred Stock by its purchase price of $104.63 per share, and 850,000 shares of 6.75% Series Preferred Stock by its purchase price of $109.17 per share, and adding all of those numbers together. /X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE, AND THE DATE OF ITS FILING. Amount Previously Paid: Filing Party: $465,471,815 PP&L Resources, Inc. Form or Registration No.: Date Filed: Schedule 13E-4 March 3, 1997 Page 3 of 15 Pages This Rule 13e-3 Transaction Statement (the "Statement") relates to the Offer by PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), pursuant to its Offer to Purchase dated March 3, 1997 (the "Offer to Purchase"), to purchase any and all of the outstanding shares of the following series of Preferred Stock of Pennsylvania Power & Light Company ("PP&L"), a Pennsylvania corporation and a direct subsidiary of Resources: 4 1/2% Preferred Stock ($100 par value), at a purchase price of $80.00 per share, net to the seller in cash. 3.35% Series Preferred Stock ($100 par value), at a purchase price of $52.02 per share, net to the seller in cash. 4.40% Series Preferred Stock ($100 par value), at a purchase price of $70.51 per share, net to the seller in cash. 4.60% Series Preferred Stock ($100 par value), at a purchase price of $73.72 per share, net to the seller in cash. 5.95% Series Preferred Stock ($100 par value), at a purchase price of $103.93 per share, net to the seller in cash. 6.05% Series Preferred Stock ($100 par value), at a purchase price of $104.37 per share, net to the seller in cash. 6.125% Series Preferred Stock ($100 par value), at a purchase price of $103.68 per share, net to the seller in cash. 6.15% Series Preferred Stock ($100 par value), at a purchase price of $104.72 per share, net to the seller in cash. 6.33% Series Preferred Stock ($100 par value), at a purchase price of $104.63 per share, net to the seller in cash. 6.75% Series Preferred Stock ($100 par value), at a purchase price of $109.17 per share, net to the seller in cash. There is a separate Letter of Transmittal and Notice of Guaranteed Delivery with respect to each Series of Preferred. The cross reference sheet below is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") filed by Resources with the Securities and Exchange Commission (the "Commission") on the date hereof of the Page 4 of 15 Pages information required to be included in response to the items of this Statement. The information set forth in the Schedule 13E-4 is expressly incorporated by reference and responses to each item herein are qualified in their entirety by the corresponding responses in the Schedule 13E-4.
Location in Item in Schedule 13E-3 Schedule 13E-4 - ---------------------- -------------- Item l(a).................................................... Item l(a) Item l(b).................................................... Item l(b) Item l(c).................................................... Item l(c) Item l(d).................................................... * Item l(e).................................................... * Item l(f).................................................... * Item 2(a).................................................... * Item 2(b).................................................... * Item 2(c).................................................... * Item 2(d).................................................... * Item 2(e).................................................... * Item 2(f).................................................... * Item 2(g).................................................... * Item 3(a)(1)................................................. * Item 3(a)(2)................................................. * Item 3(b).................................................... * Item 4(a).................................................... * Item 4(b).................................................... * Item 5(a).................................................... Item 3(b) Item 5(b).................................................... Item 3(c) Item 5(c).................................................... Item 3(d) Item 5(d).................................................... Item 3(e) Item 5(e).................................................... Item 3(f) Item 5(f).................................................... Item 3(i) Item 5(g).................................................... Item 3(j) Item 6(a).................................................... Item 2(a) Item 6(b).................................................... * Item 6(c).................................................... Item 2(b) Item 6(d).................................................... * Item 7(a).................................................... Item 3 Item 7(b).................................................... * Item 7(c).................................................... * Item 7(d).................................................... * Item 8(a).................................................... * Item 8(b).................................................... * Item 8(c).................................................... * Item 8(d).................................................... * Item 8(e).................................................... * Item 8(f).................................................... * Item 9(a).................................................... * Item 9(b).................................................... * Item 9(c).................................................... * Item 10(a)................................................... * Item 10(b)................................................... * Item 11...................................................... Item 5 Item 12(a)................................................... *
Page 5 of 15 Pages Item 12(b)................................................... * Item 13(a)................................................... * Item 13(b)................................................... * Item 13(c)................................................... * Item 14(a)................................................... Item 7(a) Item 14(b)................................................... Item 7(b) Item 15(a)................................................... * Item 15(b)................................................... Item 6 Item 16...................................................... Item 8(e) Item 17(a)................................................... Item 9(b) Item 17(b)................................................... * Item 17(c)................................................... Item 9(c) Item 17(d)................................................... Item 9(a) Item 17(e)................................................... * Item 17(f)................................................... Item 9(f)
- ---------------- * The Item is located in the Schedule 13E-3 only. Item 1. Issuer and Class of Security Subject to the Transaction. (a) The name of the issuer is Pennsylvania Power & Light Company ("PP&L"), a Pennsylvania corporation that has its principal executive offices at Two North Ninth Street, Allentown, Pennsylvania 18101. (b) The information set forth in the front cover page; the "Introduction"; Section 1-- "Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer" and Section 11--"Transactions and Agreements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (c)-(d) The information set forth in Section 8-- "Price Ranges of the Shares; Dividends" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (e) The information set forth in Section 11- - "Transactions and Agreements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (f) Not applicable. Page 6 of 15 Pages Item 2. Identity and Background. The Person filing this statement is PP&L Resources, Inc. ("Resources"), a Pennsylvania corporation that has its principal executive offices at Two North Ninth Street, Allentown, Pennsylvania 18101. Resources owns all of the outstanding common stock of PP&L. Certain information relating to Resource's executive officers and directors set forth are incorporated by reference in Resource's and PP&L's jointly- filed Annual Report on Form 10-K for the year ended December 31, 1996 is incorporated by reference herein pursuant to General Instruction D to Schedule 13E-3. (a)-(d) Not applicable. (e) During the last five years, no executive officer or director of Resources or any person controlling Resources has been convicted in a criminal proceeding. (f) During the last five years, no executive officer or director of Resources or any person controlling Resources was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting activities, subject to, federal or state securities laws or funding any violation of such laws. (g) Not applicable. Item 3. Past Contracts, Transactions or Negotiations. (a) The information set forth in Section 9-- "Certain Information Concerning the Companies" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) Not applicable. Page 7 of 15 Pages Item 4. Terms of the Transaction. (a) The information set forth in the "Introduction" Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer"; Section 3-- "Number of Shares; Purchase Price; Expiration Date; Receipt of Dividends; Extension of the Offer;" Section 4--"Procedure for Tendering Shares"; Section 5-- "Withdrawal Rights"; Section 6-- "Acceptance for Payment of Shares and Payment of Purchase Price"; Section 7--"Certain Conditions of the Offer"; and Section 12 - "Extension of Tender Period; Termination; Amendments" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) Not applicable. Item 5. Plans or Proposals of the Issuer or Affiliate. (a)-(g) The information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. Item 6. Source and Amounts of Funds or Other Consideration. (a) The information set forth in Section 10--"Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) The information set forth in Section 14--"Fees and Expenses" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (c) The information set forth in Section 10--"Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (d) Not applicable. Page 8 of 15 Pages Item 7. Purpose(s), Alternatives, Reasons and Effects. (a) The information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) Not applicable. (c) The information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (d) The information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer"; Section 8--"Price Range of Shares; Dividends"; Section 9-- "Certain Information Concerning the Companies"; Section 10-- "Source and Amount of Funds"; and Section 13--"Certain U.S. Federal Income Tax Consequences" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. Item 8. Fairness of the Transaction. (a)-(b) The information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (c) The information set forth in Section 2-- "Certain Legal Matters; Regulatory Approvals; No Appraisal Rights" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (d)-(e) The information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies Page 9 of 15 Pages After the Offer" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (f) Not applicable. Item 9. Reports, Opinions, Appraisals and Certain Negotiations. (a) The Information set forth in Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) Not applicable. (c) Not applicable. Item 10. Interest in Securities of the Issuer. (a)-(b) The information set forth in Section 11--"Transactions and Agreements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's Securities. The information set forth in Section 11- - "Transactions and Agreements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. Item 12. Present Intention and Recommendation of Certain Persons with Regard to the Transaction. (a) The information set forth in Section 11- -"Transactions and Agreements Concerning the Shares" in the Offer to Purchase hereto is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) Not applicable. Page 10 of 15 Pages Item 13. Other Provisions of the Transaction. (a) The information set forth in Section 2-- "Certain Legal Matters; Regulatory Approvals; No Appraisal Rights" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Section 13E-3. (b) Not applicable. (c) Not applicable. Item 14. Financial Information. (a) The information set forth in Section 9--"Certain Information Concerning the Companies" in the Offer to Purchase and Exhibits (g)(2) hereto is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. (b) The information set forth in Section 9-- "Certain Information Concerning the Companies" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. Item 15. Persons and Assets Employed, Retained or Utilized. (a) The officers and employees of PP&L will perform tasks which would be expected to arise in connection with the transaction. (b) The information set forth in the front cover page and Section 14 - "Fees and Expenses" in the Offer to Purchase is incorporated herein by reference pursuant to General Instruction D to Schedule 13E-3. Item 16. Additional Information. Reference is hereby made to the Offer to Purchase and the Form of Letter of Transmittal, copies of which are attached hereto as Exhibits (d)(l) and (d)(2), respectively, and incorporated in their entirety herein by reference pursuant to General Instruction D to Schedule 13E-3. Page 11 of 15 Pages Item 17. Material to be Filed as Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d)(1) Offer to Purchase dated March 3, 1997, incorporated by reference to Exhibit (a)(1) to Schedule 13E-4 dated March 3, 1997. (d)(2) Form of Letter of Transmittal, incorporated by reference to Exhibit (a)(2) to Schedule 13E-4 dated March 3, 1997. (d)(3) Form of Notice of Guaranteed Delivery, incorporated by reference to Exhibit (a)(3) to Schedule 13E-4 dated March 3, 1997. (d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 3, 1997, incorporated by reference to Exhibit (a)(4) to Schedule 13E-4 dated March 3, 1997. (d)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit (a)(5) to Schedule 13E-4 dated March 3, 1997. (d)(6) Form of Letter to Holders of Shares dated March 3, 1997, incorporated by reference to Exhibit (a)(6) to Schedule 13E-4 dated March 3, 1997. (d)(7) Press Release dated February 28, 1997, incorporated by reference to Exhibit (a)(7) to Schedule 13E-4 dated March 3, 1997. (d)(8) Form of Summary Advertisement dated March 3, 1997, incorporated by reference to Exhibit (a)(8) to Schedule 13E-4 dated March 3, 1997. (d)(9) Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form Page 12 of 15 Pages W--9, incorporated by reference to Exhibit (a)(9) to Schedule 13E-4 dated March 3, 1997. (e) Not applicable. (f) Not applicable. (g)(l) Issuer Tender Offer Statement of Resources on Schedule 13E-4 dated March 3, 1997, incorporated by reference thereto. (g)(2) Annual Report on Form 10-K for the year ended December 31, 1996, filed jointly by Resources and PP&L, incorporated by reference to SEC File No. 1-905. (g)(3) Resolutions Duly Adopted by the Board of Directors of Resources on January 22, 1997 Authorizing John R. Biggar, Vice President-Finance of PP&L, to Execute Schedule 13E-3 and Schedule 13E-4 on Behalf of Resources, incorporated by reference to Exhibit (g)(2) to Schedule 13E-4 dated March 3, 1997. Page 13 of 15 Pages SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: March 3, 1997 PP&L RESOURCES, INC. By: /s/ John R. Biggar ------------------- Name: John R. Biggar Title: Vice President-Finance Pennsylvania Power & Light Company Page 14 of 15 Pages EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION 99.(a) Not applicable. 99.(b) Not applicable. 99.(c) Not applicable. 99.(d) Not applicable. 99.(e) Not applicable. 99.(f) Not applicable. 99.(g) Not applicable. Page 15 of 15 Pages -----END PRIVACY-ENHANCED MESSAGE-----