-----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, LmtFuaicWAwLdYbxIdyCJ0Fdcxfr51Q0PDkU4iq8L+3R1/pm1UzR0+SSbeRXDfSP Ni1JhEtoKKOaAMQly6whRQ== 0000950109-97-001928.txt : 19970305 0000950109-97-001928.hdr.sgml : 19970305 ACCESSION NUMBER: 0000950109-97-001928 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 11 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 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-31572 FILM NUMBER: 97550499 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 13E4 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 13E4 1 SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) 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) March 3, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE Page 1 of 7 Pages 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)(1) 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. [_] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(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: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A Page 2 of 7 Pages EXPLANATORY NOTE Copies of the Offer to Purchase (the "Offer to Purchase") and each Letter of Transmittal, among other documents, have been filed by PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), as Exhibits to this Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement"). Unless otherwise indicated, all material incorporated by reference in this Statement in response to items or sub-items of this Statement is incorporated by reference to the corresponding caption in the Offer to Purchase, including the information stated under such captions as being incorporated in response thereto. ITEM 1. Security and Issuer. (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. (c) The information set forth in Section 8--"Price Ranges of Shares; Dividends" in the Offer to Purchase is incorporated herein by reference. (d) The name of the person filing this statement is PP&L Resources, Inc., a Pennsylvania corporation that has its principal executive offices at Two North Ninth Street, Allentown, Pennsylvania 18101. PP&L is a direct subsidiary of Resources. ITEM 2. Source and Amount of Funds. (a) - (b) The information set forth in Section 10--"Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. ITEM 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. (a) - (j) 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. ITEM 4. Interest in Securities of the Issuer. Page 3 of 7 Pages The information set forth in Section 11 -- "Transactions and Agreements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference. ITEM 5. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer's Securities. Not applicable. ITEM 6. Persons Retained, Employed or to be Compensated. The information set forth in Section 14--"Fees and Expenses" in the Offer to Purchase is incorporated herein by reference. ITEM 7. Financial Information. (a) The information set forth in Section 9-- "Certain Information Concerning the Companies" in the Offer to Purchase and Exhibits (g)(1) hereto is incorporated herein by reference. (b) The information set forth in Section 9--"Certain Information Concerning the Companies" in the Offer to Purchase is incorporated herein by reference. ITEM 8. Additional Information. (a) Not applicable. (b) There are no applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with the offer in the Offer to Purchase other than as described in Section 2-- "Certain Legal Matters; Regulatory Approvals; No Appraisal Rights" in the Offer to Purchase and other than compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder including, without limitation, Rule 13e-3 and Rule 13e-4 and the requirements of the state securities or "Blue Sky" laws. (c) Not applicable. (d) Not applicable. (e) Reference is hereby made to the Offer to Purchase and the Form of Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(l) and (a)(2), respectively, and incorporated herein by reference. Page 4 of 7 Pages ITEM 9. Material to be Filed as Exhibits. Exhibit No. Description - ------- ----------- (a)(1) Offer to Purchase dated March 3, 1997. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 3, 1997. (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Form of Letter to Holders of Shares dated March 3, 1997. (a)(7) Press Release dated February 28, 1997. (a)(8) Form of Summary Advertisement dated March 3, 1997. (a)(9) Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) 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)(2) 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. Page 5 of 7 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 6 of 7 Pages EXHIBITS Exhibit No. Description - ------- ----------- 99.(a)(l) Offer to Purchase dated March 3, 1997. 99.(a)(2) Form of Letter of Transmittal. 99.(a)(3) Form of Notice of Guaranteed Delivery. 99.(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 3, 1997. 99.(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 99.(a)(6) Form of Letter to Holders of Shares dated March 3, 1997. 99.(a)(7) Press Release dated February 28, 1997. 99.(a)(8) Form of Summary Advertisement dated March 3, 1997. 99.(a)(9) Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. 99.(b) Not applicable. 99.(c) Not applicable. 99.(d) Not applicable. 99.(e) Not applicable. 99.(f) Not applicable. 99.(g)(1) 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. 99.(g)(2) 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. Page 7 of 7 Pages EX-99.A(1) 2 OFFER TO PURCHASE FOR CASH EXHIBIT 99(a)(1) OFFER TO PURCHASE PP&L Resources, Inc. Offer to Purchase for Cash Any and All Outstanding Shares of Preferred Stock of Pennsylvania Power & Light Company 4 1/2% Preferred Stock at a Purchase Price of $80.00 Per Share (CUSIP No. 709051-40-3) 3.35% Series Preferred Stock at a Purchase Price of $52.02 Per Share (CUSIP No. 709051-20-5) 4.40% Series Preferred Stock at a Purchase Price of $70.51 Per Share (CUSIP No. 709051-30-4) 4.60% Series Preferred Stock at a Purchase Price of $73.72 Per Share (CUSIP No. 709051-50-2) 5.95% Series Preferred Stock at a Purchase Price of $103.93 Per Share (CUSIP No. 709051-66-8) 6.05% Series Preferred Stock at a Purchase Price of $104.37 Per Share (CUSIP No. 709051-65-0) 6.125% Series Preferred Stock at a Purchase Price of $103.68 Per Share (CUSIP No. 709051-68-4) 6.15% Series Preferred Stock at a Purchase Price of $104.72 Per Share (CUSIP No. 709051-64-3) 6.33% Series Preferred Stock at a Purchase Price of $104.63 Per Share (CUSIP No. 709051-69-2) 6.75% Series Preferred Stock at a Purchase Price of $109.17 Per Share (CUSIP No. 709051-67-6) PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), invites the holders ("Shareowners") of the 4 1/2% Preferred Stock and each series of Series Preferred Stock listed above (each of the 4 1/2% Preferred Stock and series of Series Preferred Stock, a "Series of Preferred"; and collectively, the "Preferred Stock") of Pennsylvania Power & Light Company, a Pennsylvania corporation and a direct subsidiary of Resources ("PP&L"; together with Resources, the "Companies"), to tender any and all of their shares of a Series of Preferred ("Shares") for purchase at the purchase price per Share listed above for the Shares tendered, in each case net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and in each applicable Letter of Transmittal (which together constitute the "Offer" with respect to the applicable Series of Preferred). Resources will purchase any and all Shares validly tendered and not withdrawn upon the terms and subject to the conditions of the Offer. - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF PREFERRED. - -------------------------------------------------------------------------------- The Offer for one Series of Preferred is independent of the Offer for any other Series of Preferred. The Offer for a Series of Preferred is not conditioned upon any minimum number of shares of the applicable Series of Preferred being tendered. The Offer, however, is subject to certain other conditions. See Section 7--"Certain Conditions of the Offer." --------------------------- The 4 1/2% Preferred Stock and the 4.40% Series Preferred Stock are listed and traded on the New York Stock Exchange, Inc. ("NYSE") and the Philadelphia Stock Exchange ("PhSE"), and the 3.35% Series Preferred Stock and the 4.60% Series Preferred Stock are listed and traded on the PhSE. All other Series of Preferred are traded in the over-the-counter market and are not listed on any national securities exchange or quoted on the automated quotation system of a registered securities association. On February 27, 1997, the last reported sales prices of the 4 1/2% Preferred Stock and 4.40% Series Preferred Stock on the NYSE or PhSE were $64.50 and $66.88, respectively, and the last reported sales prices of the 3.35% Series Preferred Stock and 4.60% Series Preferred Stock on the PhSE were $46.00 and $63.00, respectively. For information concerning each Series of Preferred, quarterly sales prices and bids, see Section 8--"Price Ranges of Shares; Dividends." Shareowners are urged to obtain current market quotations, if available, for the Shares. --------------------------- Resources will pay to a Soliciting Dealer (as defined herein) a solicitation fee for Shares tendered, accepted for payment and paid for pursuant to the Offer, subject to certain conditions. See Section 14--"Fees And Expenses." --------------------------- THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. --------------------------- THE COMPANIES, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER. The Dealer Manager for the Offer is: Merrill Lynch & Co. The date of this Offer to Purchase is March 3, 1997 IMPORTANT Any Shareowner desiring to tender any or all of such Shareowner's Shares should do one of the following: (1) complete and sign the applicable Letter of Transmittal or a facsimile copy thereof, in accordance with the instructions in such Letter of Transmittal, mail or deliver it by hand, together with any other required documents, to Norwest Bank Minnesota, N.A. (the "Depositary") at its address and facsimile number set forth on the back cover of this Offer to Purchase, and deliver the certificates for such Shares to the Depositary or follow the procedure for book-entry transfer set forth in Section 4--"Procedure for Tendering Shares"; (2) request such Shareowner's broker, dealer, commercial bank, trust company or nominee to effect the transaction for such Shareowner; or (3) follow the procedures for guaranteed delivery summarized below and set forth in Section 4--"Procedure for Tendering Shares-- Guaranteed Delivery Procedure." Shareowners whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or nominee must contact such broker, dealer, commercial bank, trust company or nominee if they desire to tender such Shares. Shareowners who desire to tender Shares and whose certificates for such Shares are not available immediately, or who cannot comply in a timely manner with the procedure for book-entry transfer, should tender such Shares by following the procedures for guaranteed delivery set forth in Section 4--"Procedure for Tendering Shares." Shareowners who wish to tender Shares for more than one Series of Preferred must use the applicable Letter of Transmittal or Notice of Guaranteed Delivery for each Series of Preferred. Questions or requests for assistance or for additional copies of this Offer to Purchase, the applicable Letter of Transmittal or the applicable Notice of Guaranteed Delivery or other tender offer materials may be directed to Georgeson & Company Inc. (the "Information Agent") or Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer Manager") at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF EITHER COMPANY AS TO WHETHER SHAREOWNERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE APPLICABLE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER COMPANY. TABLE OF CONTENTS
Page ---- SUMMARY......................................................................................................... i INTRODUCTION.................................................................................................... 1 SPECIAL FACTORS................................................................................................. 3 Section 1. Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer.................................................................................... 3 Section 2. Certain Legal Matters; Regulatory Approvals; No Appraisal Rights......................... 6 THE OFFER....................................................................................................... 6 Section 3. Number of Shares; Purchase Price; Expiration Date; Receipt of Dividends; Extension of the Offer............................................................................. 6 Section 4. Procedure for Tendering Shares........................................................... 7 Section 5. Withdrawal Rights........................................................................ 8 Section 6. Acceptance for Payment of Shares and Payment of Purchase Price........................... 9 Section 7. Certain Conditions of the Offer.......................................................... 10 Section 8. Price Ranges of Shares; Dividends........................................................ 12 Section 9. Certain Information Concerning the Companies............................................. 14 Section 10. Source and Amount of Funds............................................................... 16 Section 11. Transactions and Agreements Concerning the Shares........................................ 16 Section 12. Extension of Tender Period; Termination; Amendments...................................... 16 Section 13. Certain U.S. Federal Income Tax Consequences............................................. 17 Section 14. Fees and Expenses........................................................................ 19 Section 15. Miscellaneous............................................................................ 21
SUMMARY This general summary is provided solely for the convenience of holders of Shares and is qualified in its entirety by reference to the full text and more specific details contained in this Offer to Purchase and the applicable Letter of Transmittal and any amendments hereto and thereto. Each of the capitalized terms used in this Summary and not defined herein has the meaning set forth elsewhere in this Offer to Purchase. The Companies............................... PP&L is an operating electric utility, incorporated under the laws of the Commonwealth of Pennsylvania in 1920. PP&L serves approximately 1.2 million customers in a 10,000 square mile territory in 29 counties of central eastern Pennsylvania with a population of approximately 2.6 million persons. This service area has 129 communities with populations over 5,000, the largest cities of which are Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and Williamsport. To take advantage of new business opportunities, both domestically and in foreign countries, PP&L formed a holding company structure, effective April 27, 1995, after receiving all necessary regulatory approvals and shareowner approval at PP&L's 1995 annual meeting. As a result, PP&L became a direct subsidiary of Resources. The Shares.................................. Any and all shares of the 4 1/2% Preferred Stock ($100 par value) and the following series of Series Preferred Stock of PP&L (which constitute all of the outstanding Shares of preferred stock of PP&L): 3.35% Series Preferred Stock ($100 par value) 4.40% Series Preferred Stock ($100 par value) 4.60% Series Preferred Stock ($100 par value) 5.95% Series Preferred Stock ($100 par value) 6.05% Series Preferred Stock ($100 par value) 6.125% Series Preferred Stock ($100 par value) 6.15% Series Preferred Stock ($100 par value) 6.33% Series Preferred Stock ($100 par value) 6.75% Series Preferred Stock ($100 par value) Purchase Price.............................. $ 80.00 per share of the 4 1/2% Preferred Stock $ 52.02 per share of the 3.35% Series Preferred Stock $ 70.51 per share of the 4.40% Series Preferred Stock $ 73.72 per share of the 4.60% Series Preferred Stock $103.93 per share of the 5.95% Series Preferred Stock $104.37 per share of the 6.05% Series Preferred Stock $103.68 per share of the 6.125% Series Preferred Stock $104.72 per share of the 6.15% Series Preferred Stock $104.63 per share of the 6.33% Series Preferred Stock $109.17 per share of the 6.75% Series Preferred Stock in each case net to the seller in cash. See Section 8--"Price Ranges of Shares; Dividends." Independent Offer........................... The Offer for one Series of Preferred is independent of the Offer for any other Series of Preferred. The Offer for a Series of Preferred is not conditioned upon any minimum number of Shares of the applicable Series of Preferred being tendered.
The Offer, however, is subject to certain other conditions. See Section 7--"Certain Conditions of the Offer." Expiration Date of the Offer................ The Offer with respect to each Series of Preferred expires on Friday, April 4, 1997 at 12:00 midnight, New York City time, unless the Offer is extended with respect to any Series of Preferred. How to Tender Shares........................ See Section 4--"Procedure for Tendering Shares." For further information, call the Information Agent or the Dealer Manager at their respective telephone numbers shown on the back cover page of this Offer to Purchase, or consult your broker for assistance. Withdrawal Rights........................... Tendered Shares of any Series of Preferred may be withdrawn at any time until the expiration of the Offer with respect to such Series of Preferred and, unless theretofore accepted for payment, also may be withdrawn after 12:00 midnight, New York City time, on April 25, 1997. See Section 5--"Withdrawal Rights." Purpose of the Offer........................ Resources is making the Offer because it believes that the purchase of Shares is economically attractive to the Companies. In addition, the Offer gives Shareowners the opportunity to sell their Shares at a price which Resources believes to be a premium over the respective market prices of the Shares and without the usual transaction costs associated with a market sale. All Shares purchased by Resources pursuant to the Offer will continue to be outstanding securities of PP&L and held by Resources. Resources may vote Shares acquired pursuant to the Offer or other future transactions to effect amendments to PP&L's Articles of Incorporation, or to obtain consents thereunder, which may be adverse to the unaffiliated Shareowners. There can be no assurance that the ratings of PP&L's preferred stock will not be lowered following the completion of the Offer, whether as a result of the financing of the Offer through the issuance of additional unsecured debt or as a result of the contemplated amendments of or consents under PP&L's Articles of Incorporation described above or for other reasons. See Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer." Dividends................................... The Board of Directors of PP&L declared dividends on each Series of Preferred at its meeting on February 26, 1997. The regular quarterly dividend for each Series of Preferred will be paid on April 1, 1997, to holders of record as of the close of business on March 10, 1997. A holder of record of Shares as of the close of business on March 10, 1997 who tenders Shares
ii will be entitled to the regular quarterly dividend regardless of when such tender is made. Holders of Shares purchased pursuant to the Offer will not be entitled to any dividends in respect of any later dividend periods. See Section 8--"Price Ranges of Shares; Dividends." Brokerage Commissions....................... Not payable by Shareowners. Solicitation Fee............................ Not payable by Shareowners. Resources will pay to each designated Soliciting Dealer (as defined herein) the per Share solicitation fees shown in the following table: Number of Shares ----------------------------------------- Less than 2,500 2,500 or greater --------------- ---------------- 4 1/2% Preferred $1.50 $1.00 3.35% Series $1.50 $1.00 4.40% Series $1.50 $1.00 4.60% Series $1.50 $1.00 6.75% Series $1.50 $1.00 5.95% Series $0.50 $0.50 6.05% Series $0.50 $0.50 6.15% Series $0.50 $0.50 6.125% Series $0.50 $0.50 6.33% Series $0.50 $0.50 Provided, however, that any fee payable for transactions equal to or exceeding 2,500 Shares shall be payable 80% to the Dealer Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager). No such fee shall be payable to a Soliciting Dealer in respect of Shares (a) beneficially owned by such Soliciting Dealer or (b) registered in the name of such Soliciting Dealer unless such Shares are held by such Soliciting Dealer as nominee and such Shares are being tendered for the benefit of one or more beneficial owners identified in the applicable Letter of Transmittal or in the applicable Notice of Solicited Tenders (including in the materials provided to brokers and dealers). See Section 14--"Fees and Expenses." Stock Transfer Tax.......................... None, except as provided in Instruction 6 of the applicable Letter of Transmittal. See Section 6--"Acceptance for Payment of Shares and Payment of Purchase Price." Payment Date................................ Promptly after the applicable Expiration Date of the Offer. Further Information......................... Additional copies of this Offer to Purchase, the applicable Letter of Transmittal and the applicable Notice of Guaranteed Delivery may be obtained by contacting Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005, telephone (800) 223-2064 (toll-free); Banks and Brokers may call collect (212) 440-9800. Questions about the
iii Offer should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-888-ML4-TNDR (toll-free) (1-888-654-8637 (toll-free)).
iv INTRODUCTION To the Holders of Preferred Stock of Pennsylvania Power & Light Company: PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), invites the holders of the 4 1/2% Preferred Stock ($100 par value per share) and each series of Series Preferred Stock ($100 par value per share) of Pennsylvania Power & Light Company, a Pennsylvania corporation and a direct subsidiary of Resources ("PP&L"; together with Resources, the "Companies") to tender their shares of such stock at the purchase prices set forth below:
Purchase Price Per Share -------------- 4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00 3.35% Series Preferred Stock ("3.35% Series") $ 52.02 4.40% Series Preferred Stock ("4.40% Series") $ 70.51 4.60% Series Preferred Stock ("4.60% Series") $ 73.72 5.95% Series Preferred Stock ("5.95% Series") $103.93 6.05% Series Preferred Stock ("6.05% Series") $104.37 6.125% Series Preferred Stock ("6.125% Series") $103.68 6.15% Series Preferred Stock ("6.15% Series") $104.72 6.33% Series Preferred Stock ("6.33% Series") $104.63 6.75% Series Preferred Stock ("6.75% Series") $109.17
in each case net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in the applicable Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer" with respect to the applicable Series of Preferred). The 4 1/2% Preferred Stock and each series of PP&L's Series Preferred Stock subject to the Offer is referred to herein as a "Series of Preferred" and the shares of all Series of Preferred subject to the Offer are collectively referred to as the "Shares." Each holder of Shares is herein sometimes referred to as a "Shareowner." The Shares constitute all of the outstanding shares of preferred stock of PP&L. Resources will purchase all Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. THE COMPANIES, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER. The Board of Directors of PP&L declared dividends on each Series of Preferred at its meeting on February 26, 1997. A regular quarterly dividend on each Series of Preferred will be paid on April 1, 1997, to holders of record as of the close of business on March 10, 1997. A holder of record of Shares as of the close of business on March 10, 1997 who tenders Shares will be entitled to the regular quarterly dividend regardless of when such tender is made. Holders of Shares purchased pursuant to the Offer will not be entitled to any dividends in respect of any later dividend periods. 1 THE OFFER FOR ONE SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER, HOWEVER, IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7--"CERTAIN CONDITIONS OF THE OFFER." Tendering Shareowners will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the applicable Letter of Transmittal, stock transfer taxes on the purchase of Shares by Resources. Resources will pay all charges and expenses of the Depositary, the Information Agent and the Dealer Manager incurred in connection with the Offer. The number of issued and outstanding shares of each Series of Preferred, as of December 31, 1996, are set forth below:
Number of Shares Issued and Outstanding ---------------------- 4 1/2% Preferred 530,189 3.35% Series 41,783 4.40% Series 228,773 4.60% Series 63,000 5.95% Series 300,000 6.05% Series 250,000 6.125% Series 1,150,000 6.15% Series 250,000 6.33% Series 1,000,000 6.75% Series 850,000
Resources is offering to purchase any and all Shares of each Series of Preferred. Resources and its affiliates currently do not own any Shares of any Series of Preferred. The 4 1/2% Preferred and the 4.40% Series are listed and traded on the NYSE and PhSE under the symbols "PPLB" and "PPLA", respectively. The 3.35% Series and the 4.60% Series are listed and traded on the PhSE under the symbols "PPLL" and "PPLD", respectively. Each other Series of Preferred is traded in the over-the-counter market under the following respective symbols: 5.95% Series under "PNPLI"; 6.05% Series under "PNPLH"; 6.125% Series under "PEELP"; 6.15% Series under "PNPLN"; 6.33% Series under "PPLGM" and 6.75% Series under "PEPWO". As of February 27, 1997, according to Bloomberg Financial Services, Inc., the last reported sales and bid prices of the Shares traded on the NYSE or PhSE were $64.50 per share of the 4 1/2% Preferred; $46.00 per share of the 3.35% Series; $66.88 per share of the 4.40% Series and $63.00 per share of the 4.60% Series. According to NASDAQ Trading & Marketing Services, the last reported bid prices for Shares traded over-the-counter were $98.00 for the 5.95% Shares on March 27, 1995; $100.43 for the 6.05% Shares on September 3, 1996; $98.52 for the 6.125% Shares on October 11, 1996; $103.13 for the 6.15% Shares on November 15, 1996; $102.44 for the 6.33% Shares on October 31, 1996 and $99.50 for the 6.75% Shares on February 25, 1997. Shareowners are urged to obtain current market quotations, if available, for the Shares. The information concerning recent quarterly trading history of the Shares of each Series of Preferred is set forth in Section 8--"Price Ranges of Shares; Dividends." 2 SPECIAL FACTORS Section 1. Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer. Purpose of the Offer. Resources is making the Offer because it believes that the purchase of the Shares pursuant to the Offer is economically attractive to the Companies. See Section 9--"Certain Information Concerning the Companies." The Board of Directors of Resources authorized the Offer by a unanimous vote. Neither Company has any employee directors other than the Chairman, President and Chief Executive Officer and the Executive Vice President. Resources believes the Offer is fair to unaffiliated Shareowners. In making this determination, Resources considered that (a) the Offer provides Shareowners the opportunity to sell their Shares at a price which Resources believes to be a premium over the respective market prices of the Shares and (b) the Offer provides Shareowners the opportunity to sell those Shares for cash without the usual transaction costs associated with a market sale. Resources did not find it practicable to, and did not, quantify or otherwise assign relative weights to these factors. Trading of the Shares of each Series of Preferred has been limited and sporadic. Therefore, Resources determined the Offer price for each Series of Preferred with reference to certain objective factors, including, but not limited to, yields on U.S. Treasury and municipal securities, yields on comparable preferred securities and the prior trading characteristics of each Series of Preferred, as well as certain subjective factors, including, but not limited to, general industry outlook, general market supply of securities of similar type and supply and demand factors in the securities markets generally. Although the weighing of these factors is subjective, Resources gave relatively more weight to objective factors, such as yields on U.S. Treasury and municipal securities and yields on comparable preferred securities. Neither of the Companies nor their Boards of Directors received any report, opinion or appraisal from an outside party which is materially related to the Offer, including, but not limited to, any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to the holders of the Shares or the fairness of such Offer to the Companies or the unaffiliated holders of Shares. Neither the Boards of Directors nor any director of either Company has retained an unaffiliated representative to act solely on behalf of unaffiliated holders of Shares for the purposes of negotiating the terms of the Offer or preparing a report concerning the fairness of the Offer. Neither of the Companies nor their Boards of Directors believed these measures were necessary to ensure fairness in light of the fact that the Offer will not result in a liquidation or change in control in either Company. Certain Effects of the Offer; Plans of the Companies After the Offer. Following the consummation of the Offer, the business and operations of PP&L will be continued substantially as they are currently being conducted. Except as otherwise described in this Offer to Purchase, the Companies have no current plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of PP&L or the disposition of securities of PP&L, other than in the ordinary course of business; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving PP&L; (c) a sale or transfer of a material amount of assets of PP&L; (d) any change in the present Board of Directors or management of PP&L; (e) any material change in the present dividend rate or policy or indebtedness or capitalization of PP&L; (f) any other material change in PP&L's corporate structure or business; (g) a change in PP&L's Articles of Incorporation or By-laws; (h) a class of equity securities of PP&L becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (i) the suspension of PP&L's obligation to file reports pursuant to Section 15(d) of the Exchange Act. Following the expiration of the Offer, the Companies may, in their sole discretion, determine to redeem Shares then subject to redemption at the applicable redemption prices, or to purchase any outstanding Shares through privately-negotiated transactions, open-market purchases, another tender offer or otherwise, on such terms and at such prices as the Companies may determine from time to time. The terms of any such subsequent purchases or offers could differ from those of the Offer, and may be at a higher or lower price than the related purchase price per Share offered hereby, except that the Companies will not make any such purchases of Shares until the expiration of ten 3 business days after the termination of the Offer. Any possible future purchases of Shares by the Companies will depend on a number of factors, including the market prices of the Shares, their business and financial position, alternative investment opportunities available to the Companies, the results of the Offer and general economic and market conditions. Shares of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series remaining outstanding after the Offer will continue to be redeemable at the option of PP&L at the applicable redemption price plus accumulated and unpaid dividends to the date of redemption. Such redemption price is greater than the applicable purchase price offered hereby. Upon liquidation or dissolution of PP&L, holders of each Series of Preferred are entitled to receive a liquidation preference of $100 per Share, plus all accumulated and unpaid dividends thereon to the date of payment, prior to the payment of any amounts to holders of PP&L's common stock. All Shares purchased by Resources pursuant to the Offer will continue to be outstanding securities of PP&L and held by Resources. Resources may vote Shares acquired pursuant to the Offer or other future transactions to effect amendments to PP&L's Articles of Incorporation, or to obtain consents thereunder, which may be adverse to the unaffiliated holders of the Shares. Under PP&L's Articles of Incorporation, such consents may be effected by obtaining the consent (given by vote at a meeting held pursuant to notice containing a statement of such purpose) of (i) the holders of a majority of the number of shares of the 4 1/2% Preferred then outstanding and (ii) the holders of a majority of the total number of shares of all Series of Preferred then outstanding (voting as a single class). Under PP&L's Articles of Incorporation, such amendments may be effected by obtaining the consent (given by vote at a meeting or by written consent) of (i) the holders of two-thirds of the number of shares of the 4 1/2% Preferred then outstanding and (ii) the holders of two-thirds of the total number of shares of all Series of Preferred then outstanding (voting as a single class). Provisions of PP&L's Articles of Incorporation which the Companies may wish to amend or obtain consents under include, among other things, limitations on PP&L's ability to increase the authorized number of Shares of any Series of Preferred, merge or consolidate with other corporations, issue unsecured debt, issue additional Shares of the Series Preferred Stock and pay dividends on PP&L's common stock in the event that PP&L's common equity capitalization falls below specified levels. As of February 28, 1997, the ratings of PP&L's preferred stock, including each Series of Preferred, by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("S&P") were "baa1" and BBB+, respectively. There can be no assurance that the ratings of PP&L's preferred stock will not be lowered by one or both of the rating agencies following the completion of the Offer, whether as a result of the financing of the Offer through the issuance of additional unsecured debt, as a result of the contemplated amendments of or consents under PP&L's Articles of Incorporation described in the preceding paragraph or for other reasons. In particular, one of the rating agencies has advised PP&L that it may lower the rating on the PP&L preferred stock if the aggregate amount of preferred stock outstanding after the Offer is less than the outstanding amount of Trust Preferred Securities proposed to be issued as described under Section 9--"Certain Information Concerning the Companies--Registration Statement" and Section 10--"Source and Amount of Funds." The purchase of Shares of a Series of Preferred pursuant to the Offer will reduce the number of holders of Shares of that Series of Preferred and the number of such Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, such reduction could adversely affect the liquidity and market value of the remaining Shares of that Series of Preferred held by the public. There can be no assurance that any trading market will exist for the Shares following consummation of the Offer. To the extent a market continues to exist for the Shares after the Offer, the Shares may trade at a discount compared to present trading depending on the market for Shares with similar features, the performance of PP&L and other factors. There is no assurance that an active market in the Shares will exist and no assurance as to the prices at which the Shares may trade. Depending upon the number of Shares of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series purchased pursuant to the Offer, the Shares of that Series of Preferred may no longer meet the requirements of the NYSE and/or PhSE for continued listing. According to its published guidelines, the NYSE would consider delisting either or both of the 4 1/2% Preferred and the 4.40% Series if, among other things, (i) the number of publicly-held Shares for such Series of Preferred should fall below 100,000 or (ii) the aggregate market value of such Series of Preferred should fall below $2,000,000. According to its published guidelines, the PhSE 4 would consider delisting any of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series if, among other things, (i) the number of publicly-held Shares for such Series of Preferred should fall below 200,000, (ii) the aggregate market value of such Series of Preferred should fall below $1,000,000 or (iii) the number of public holders of such Shares should fall below 400. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, any of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series no longer meets the requirements of the NYSE and/or PhSE for continued listing and the listing of such Series of Preferred is discontinued, the market for such Series of Preferred could be adversely affected. In the event of the delisting of any of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series currently listed on the NYSE and/or PhSE, it is possible that such Series of Preferred would continue to trade on another securities exchange or in the over-the-counter market and that price quotations would be reported by such exchange, by the National Association of Securities Dealers, Inc. ("NASD") through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or by other sources. The extent of the public market for such Series of Preferred and the availability of such quotations, however, would depend upon such factors as the number of Shareowners remaining at such time, the interest in maintaining a market in such Series of Preferred on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. The 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series are presently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. If such Series of Preferred remains listed on the NYSE and/or PhSE, the Shares of such Series of Preferred will continue to be "margin securities." If such Series of Preferred were delisted, depending upon factors similar to those described above, such Series of Preferred might no longer constitute "margin securities" for purposes of the margin regulations of the Board of Governors of the Federal Reserve System, in which case, Shares of such Series of Preferred could no longer be used as collateral for loans made by brokers. The 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series are currently registered under the Exchange Act. Such registration may be terminated upon application of PP&L to the Securities and Exchange Commission (the "Commission") pursuant to Section 12(g)(4) of the Exchange Act if such Series of Preferred is neither held by 300 or more holders of record nor listed on a national securities exchange. Termination of registration of such Series of Preferred under the Exchange Act would make certain provisions of the Exchange Act, such as the requirement of Rule 13e-3 thereunder with respect to "going private" transactions, no longer applicable in respect of such Series of Preferred. If registration of such Series of Preferred under the Exchange Act were terminated, Shares of such Series of Preferred would no longer be "margin securities" or be eligible for NASDAQ reporting. As of December 31, 1996, there were 7,616 holders of record of the 4 1/2% Preferred, 292 holders of record of the 3.35% Series, 1,778 holders of record of the 4.40% Series, 1,001 holders of record of the 4.60% Series, 1 holder of record of the 5.95% Series, 1 holder of record of the 6.05% Series, 2 holders of record of the 6.125% Series, 1 holder of record of the 6.15% Series, 3 holders of record of the 6.33% Series and 26 holders of record of the 6.75% Series. THE COMPANIES, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER. 5 Section 2. Certain Legal Matters; Regulatory Approvals; No Appraisal Rights. On January 30, 1997, PP&L filed a Securities Certificate with the Pennsylvania Public Utility Commission ("PUC") in connection with the proposed offering of Trust Preferred Securities described under Section 9--"Certain Information Concerning the Companies--Registration Statement" and Section 10--"Source and Amount of Funds." This filing included a request for PUC approval of an arrangement pursuant to which Resources would borrow (either directly or indirectly) from PP&L the amount necessary to fund the tender offer. PP&L expects PUC action on this filing on or about March 13, 1997. Other than such approval by the PUC, Resources is not aware of any license or regulatory permit that would be material to the Companies' business that might be adversely affected by Resources' acquisition of Shares as contemplated in the Offer or of any other approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for Resources' acquisition or ownership of Shares pursuant to the Offer. Should any other approval or other action be required, Resources currently contemplates that it will seek such approval or other action. Resources cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Companies' business. Resources intends to make all required filings under the Exchange Act. Resources' obligation under the Offer to accept for payment, or make payment for, Shares is subject to certain conditions. See Section 7--"Certain Conditions of the Offer." No approval of the holders of any Shares or the holders of any of PP&L's other securities is required in connection with the Offer. No appraisal rights are available to holders of Shares in connection with the Offer. THE OFFER Section 3. Number of Shares; Purchase Price; Expiration Date; Receipt of Dividends; Extension of the Offer. Number of Shares; Purchase Price; Expiration Date. Upon the terms and subject to the conditions of the Offer, Resources will accept for payment (and thereby purchase) any and all Shares of a Series of Preferred validly tendered (and not withdrawn) on or prior to the Expiration Date (as defined below) with respect to that Series of Preferred at the applicable purchase price per Share listed on the front cover page of this Offer to Purchase. The term "Expiration Date" means 12:00 midnight, New York City time, on Friday, April 4, 1997, unless and until Resources shall have extended the period of time during which the Offer with respect to a Series of Preferred is open, in which event the term "Expiration Date" with respect to such Series of Preferred shall refer to the latest time and date to which the Offer with respect to such Series of Preferred is extended. The Offer for one Series of Preferred is independent of the Offer for any other Series of Preferred. The Offer is not conditioned on any minimum number of Shares of the applicable Series of Preferred being tendered. The Offer, however, is subject to certain other conditions. See Section 7--"Certain Conditions of the Offer." Receipt of Dividends. The Board of Directors of PP&L declared dividends on the Preferred Stock at its meeting on February 26, 1997. A regular quarterly dividend for each Series of Preferred will be paid on April 1, 1997, to holders of record as of the close of business on March 10, 1997. Accordingly, a holder of record of Shares as of the close of business on March 10, 1997 who tenders Shares will be entitled to the regular quarterly dividend regardless of when such tender is made. Holders of Shares purchased pursuant to the Offer will not be entitled to any dividends in respect of any later dividend periods. See Section 8--"Price Range of Shares; Dividends." Extension of the Offer. Resources expressly reserves the right, in its sole discretion, at any time or from time to time to extend the period of time during which the Offer is open with respect to any Series of Preferred by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. If Resources extends the Offer with respect to one Series of Preferred, Resources is under no obligation to extend the Offer with respect to any other Series of Preferred. See Section 12--"Extension of Tender Period; Termination; 6 Amendments." There can be no assurance, however, that Resources will exercise its right to extend any Offer or, if the Offer for one Series of Preferred is extended, that the Offer for any other Series of Preferred will also be extended. If (a) Resources (i) increases or decreases the price to be paid for the Shares of a Series of Preferred hereunder or decreases the number of Shares of a Series of Preferred being sought or (ii) increases or decreases the Soliciting Dealers' fees, and (b) the applicable Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 12--"Extension of the Tender Period; Termination; Amendments," the Offer for such Shares of that Series of Preferred will be extended until the expiration of such ten business day period. For purposes of the Offer, "business day" means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. All Shares of a Series of Preferred will be purchased at the applicable purchase price, net to the seller in cash. All tendered Shares not purchased pursuant to the Offer will be returned to the tendering Shareowners at Resources' expense promptly following the applicable Expiration Date. Section 4. Procedure for Tendering Shares. Tender of Shares. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal and the certificates for such Shares, together with any required signature guarantees and any other documents required by the Letter of Transmittal or a confirmation of book-entry transfer ("Book-Entry Confirmation"), including an Agent's Message (as defined below), must be received by the Depositary at any one of its addresses set forth on the back cover of this Offer to Purchase or (ii) the tendering Shareowner must comply with the guaranteed delivery procedure set forth below on or prior to the applicable Expiration Date. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility (as defined below) to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the applicable Letter of Transmittal and that the Company may enforce such agreement against such participant. A tender of Shares made pursuant to any method of delivery set forth herein or in the applicable Letter of Transmittal and Resources' acceptance thereof for payment will constitute a binding agreement between the tendering holder and Resources upon the terms and subject to the conditions of the Offer. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF SHARES WILL BE ACCEPTED. Book-Entry Delivery. The Depositary will establish an account with respect to the Shares at The Depository Trust Company and The Philadelphia Depository Trust Company (together referred to as the "Book-Entry Transfer Facilities") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in a Book-Entry Transfer Facility's system may make delivery of Shares by causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the procedures of such Book-Entry Transfer Facility. Prior to the applicable Expiration Date, a Book-Entry Confirmation, including an Agent's Message, in connection with any book-entry transfer must be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees and Method of Delivery. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan 7 associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed if (a) such Letter of Transmittal is signed by the registered holder of the Shares tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the applicable Letter of Transmittal or (b) such Shares are tendered for the account of an Eligible Institution. If Shares are registered in the name of a person other than the signatory on the applicable Letter of Transmittal, or if unpurchased Shares are to be issued to a person other than the registered holder(s), the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the Shares with the signature(s) on the Shares or stock powers guaranteed as aforesaid. See Instructions 1 and 5 to the applicable Letter of Transmittal. THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREOWNER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Guaranteed Delivery Procedure. If a Shareowner desires to tender Shares pursuant to the Offer and cannot deliver certificates for such Shares and all other required documents to the Depositary on or prior to the applicable Expiration Date, or the procedure for book-entry transfer cannot be complied with in a timely manner, such Shares nevertheless may be tendered if all of the following conditions are met: (a) such tender is made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by Resources is received by the Depositary as provided below on or prior to the applicable Expiration Date; and (c) either (i) the certificates for such Shares, together with a properly completed and duly executed Letter of Transmittal for the Series of Preferred being tendered, and any other documents required by such Letter of Transmittal or (ii) a Book-Entry Confirmation of transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities are received by the Depositary no later than 5:00 p.m., New York City time, on the third NYSE trading day after the Expiration Date. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmittal, mail or through a Book-Entry Transfer Facility system to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Resources, in its sole discretion, and its determination shall be final and binding. Resources reserves the absolute right to reject any or all tenders of Shares that it determines are not in proper form or the acceptance for payment of or payment for which may, in the sole opinion of Resources', be unlawful. Resources also reserves the absolute right to waive any defect or irregularity in any tender of Shares. No tender of Shares will be deemed to be properly made until all defects or irregularities have been cured or waived. None of Resources, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. Section 5. Withdrawal Rights. Tenders of Shares of a Series of Preferred made pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date with respect to such Series of Preferred. Thereafter, such tenders are irrevocable, 8 except that they may be withdrawn after 12:00 midnight, New York City time, on Friday, April 25, 1997, unless theretofore accepted for payment as provided in this Offer to Purchase. To be effective, a written or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary at one of its addresses or facsimile numbers set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares of the applicable Series of Preferred to be withdrawn and the number of Shares to be withdrawn. If the Shares of the applicable Series of Preferred to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution) must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering Shareowner) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities to be credited with the withdrawn Shares and the name of the registered holder (if different from the name on such account). Withdrawals may not be rescinded, and Shares withdrawn thereafter will be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following one of the procedures described in Section 4--"Procedure for Tendering Shares" at any time on or prior to the applicable Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Resources in its sole discretion, and its determination shall be final and binding. None of Resources, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification. Section 6. Acceptance for Payment of Shares and Payment of Purchase Price. Upon the terms and subject to the conditions of the Offer and promptly after the Expiration Date with respect to a Series of Preferred, Resources will accept for payment and pay for Shares of that Series of Preferred validly tendered. See Section 3--"Number of Shares; Purchase Price; Expiration Date; Receipt of Dividends; Extension of the Offer" and Section 7--"Certain Conditions of the Offer." Thereafter, payment for all Shares of that Series of Preferred validly tendered on or prior to the applicable Expiration Date and accepted for payment pursuant to the Offer will be made by the Depositary by check promptly after the Expiration Date. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for Shares, a properly completed and duly executed Letter of Transmittal for the Series of Preferred so tendered and any other required documents or (ii) a Book-Entry Confirmation of transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities. For purposes of the Offer, Resources will be deemed to have accepted for payment (and thereby purchased) Shares that are validly tendered and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Resources will pay for Shares that it has purchased pursuant to the Offer by depositing the purchase price therefor with the Depositary. The Depositary will act as agent for tendering Shareowners for the purpose of receiving payment from Resources and transmitting payment to tendering Shareowners. Under no circumstances will interest be paid on amounts to be paid to tendering Shareowners, regardless of any delay in making such payment. Certificates for all Shares not purchased will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained with a Book-Entry Transfer Facility) promptly, without expense to the tendering Shareowner. Payment for Shares may be delayed in the event of difficulty in determining the number of Shares properly tendered. In addition, if certain events occur, Resources may not be obligated to purchase Shares pursuant to the Offer. See Section 7--"Certain Conditions of the Offer." 9 Resources will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to Resources or its order pursuant to the Offer. However, if payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder, or if tendered Shares are registered in the name of any person other than the person signing the applicable Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Instruction 6 to the applicable Letter of Transmittal. Backup Withholding. To prevent backup U.S. federal income tax withholding with respect to the purchase price of Shares purchased pursuant to the Offer, a holder of Shares (except as set forth herein) must provide the Depositary with the holder's correct taxpayer identification number and certify whether the holder is subject to backup withholding of U.S. federal income tax by completing the Substitute Form W-9 included in the applicable Letter of Transmittal. Certain holders of Shares (including, among others, all corporations and certain foreign Shareowners) are not subject to these backup withholding and reporting requirements (although foreign Shareowners are subject to other withholding requirements). See Section 13--"Certain U.S. Federal Income Tax Consequences." In order for a foreign Shareowner to qualify as an exempt recipient, the holder must submit a Form W-8, Certificate of Foreign Status, signed under penalties of perjury, attesting to that Shareowner's exempt status. Unless an exemption applies under the applicable law and regulations concerning "backup withholding" of U.S. federal income tax, the Depositary will be required to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a holder of Shares or other payee unless the holder of such Shares or other payee certifies that such person is not otherwise subject to backup withholding, provides such person's tax identification number (social security number or employer identification number) and certifies that such number is correct. Each tendering holder of Shares should complete and sign the main signature form and, other than foreign Shareowners, the Substitute Form W-9 included as part of the applicable Letter of Transmittal, so as to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is proved in a manner satisfactory to Resources and the Depositary. Foreign Shareowners generally should complete and sign a Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. ANY TENDERING SHAREOWNER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN SHAREOWNER, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO REQUIRED U.S. FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREOWNER OR OTHER PAYEE PURSUANT TO THE OFFER. Section 7. Certain Conditions of the Offer. Notwithstanding any other provisions of the Offer, or any extension of the Offer with respect to one or more Series of Preferred, Resources will not be required to accept for payment and pay for Shares of a Series of Preferred in respect of any validly tendered Shares and may terminate the Offer with respect to such Series of Preferred (by oral or written notice to the Depositary and timely public announcement) or may modify or otherwise amend any such Offer with respect to such Shares, if any of the following conditions are not waived or satisfied on or prior to the time of acceptance for payment of, or payment for, such tendered Shares: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, or before any court, authority, agency or tribunal that (i) challenges the acquisition of Shares of any Series of Preferred pursuant to the Offer or otherwise in any manner, directly or indirectly, relates to or affects the Offer or (ii) in the reasonable judgment of Resources, would or might affect materially and adversely the business, condition (financial or other), income, operations or prospects of Resources and its subsidiaries taken as a whole, or otherwise impair materially in any way the contemplated 10 future conduct of the business of Resources or any of its subsidiaries or impair materially the Offer's contemplated benefits to Resources; (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or Resources or any of its subsidiaries, by any legislative body, court, authority, agency or tribunal which, in Resources' reasonable judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Shares of any Series of Preferred illegal or otherwise restrict or prohibit in any manner consummation of the Offer, (ii) delay or restrict the ability of Resources, or render Resources unable, to accept for payment or pay for some or all of the Shares of any Series of Preferred, (iii) impair materially the contemplated benefits of the Offer to Resources or (iv) affect materially the business, condition (financial or other), income, operations or prospects of Resources and its subsidiaries taken as a whole, or otherwise impair materially in any way the contemplated future conduct of the business of Resources or any of its subsidiaries; (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (ii) any significant decline in the market price of the Shares of any Series of Preferred or other securities of PP&L or Resources, (iii) any change in the general political, market, economic or financial condition in the United States or abroad that might have a material adverse effect on Resources' business, operations, prospects or ability to obtain financing generally or the trading in the Shares of any Series of Preferred or other securities of PP&L or Resources, (iv) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation on, or any event which might affect the extension of credit by lending institutions in the United States, (v) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States; (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (vii) there shall have been any decrease in the ratings accorded any of the securities of Resources or PP&L by S&P, Moody's or any other nationally recognized statistical rating organization or that S&P, Moody's or such other organization has announced that it has placed any such rating under surveillance or review with possible negative implications; (d) a tender or exchange offer with respect to some or all of the Shares of any Series of Preferred or other securities of Resources or PP&L, or a merger, acquisition or other business combination for Resources or PP&L, shall have been proposed, announced or made by another person; (e) there shall have occurred any event or events that have resulted, or may result in, an actual or threatened change in the business, condition (financial or other), income, operations, stock ownership or prospects of Resources and its subsidiaries; (f) there shall have occurred any decline in the S&P's Composite 500 Stock Index by an amount in excess of 15% measured from the close of business on February 27, 1997; or (g) the PUC shall have disapproved of the arrangement under which Resources will borrow (either directly or indirectly) from PP&L the amount necessary to fund the Offer. and, in the sole judgment of Resources, such event or events make it undesirable or inadvisable to proceed with the Offer with respect to such Series of Preferred or with such payment or acceptance for payment. The consummation of the Offer for any Series of Preferred is not conditioned on the consummation of the Offer for any other Series of Preferred. The foregoing conditions are for the sole benefit of Resources and may be asserted by Resources regardless of the circumstances (including any action or inaction by Resources) giving rise to any such condition with respect to any or all Series of Preferred, and any such condition may be waived by Resources with respect to any or all 11 Series of Preferred at any time and from time to time in its sole discretion. Resources' decision to terminate or otherwise amend the Offer, following the occurrence of any of the foregoing, with respect to one Series of Preferred will not create an obligation on behalf of Resources similarly to terminate or otherwise amend the Offer with respect to any other Series of Preferred. The failure by Resources at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by Resources concerning the events described above will be final and binding on all parties. Section 8. Price Ranges of Shares; Dividends. Price Range of Shares. The Shares of the 4 1/2% Preferred and the 4.40% Series trade on the NYSE and the PhSE, and the 3.35% Series and the 4.60% Series trade on the PhSE. The Shares of each of the other Series of Preferred are traded in the over-the-counter ("OTC") market, to the extent trading occurs. Trading of the Shares has been limited and sporadic, and information concerning trading prices and volumes is difficult to obtain. The information set forth below with respect to the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60% Series has been obtained from Bloomberg Financial Services, Inc. and with respect to each of the other Series of Preferred has been obtained from NASDAQ Trading & Market Services. The Companies make no representation as to the accuracy of this information. 12 DIVIDENDS AND PRICE RANGES OF PREFERRED STOCK
1995 -- Quarters 1996 -- Quarters ----------------------------------------- ---------------------------------------- 1st Quarter 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1997(c) -------- -------- -------- -------- -------- -------- -------- -------- ----------- 4 1/2% Preferred (a) Dividends Paid Per Share.......... $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 Market Price Per Share (NYSE/PhSE) High............................ 58.00 60.00 60.50 64.50 65.50 65.00 61.00 62.00 65.50 Low............................. 50.25 54.25 56.75 59.00 61.50 56.50 56.00 57.25 58.00 3.35% Series (a) Dividends Paid Per Share.......... $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 Market Price Per Share (PhSE) High............................ 38.50 43.25 44.50 45.00 45.60 44.83 45.00 44.25 46.00 Low............................. 37.50 42.00 39.50 45.00 43.75 42.63 41.00 41.88 41.00 4.40% Series (a) Dividends Paid Per Share.......... $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 Market Price Per Share (NYSE/PhSE) High............................ 58.50 62.00 59.00 64.50 64.50 63.00 64.59 66.00 67.50 Low............................. 50.00 54.50 56.38 59.00 61.00 58.00 58.25 60.75 63.00 4.60% Series (a) Dividends Paid Per Share.......... $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 Market Price Per Share (PhSE) High............................ 57.00 57.00 62.25 64.88 60.38 * 63.88 68.40 70.34 Low............................. 53.25 57.00 58.50 54.13 60.38 * 58.00 60.00 63.00 5.95% Series (b) Dividends Paid Per Share.......... $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 Market Price Per Share (OTC) High............................ 98.17 * * * * * * * * Low............................. 98.00 * * * * * * * * 6.05% Series (b) Dividends Paid Per Share.......... $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 Market Price Per Share (OTC) High............................ * * * * * * * * * Low............................. * * * * * * * * * 6.125% Series (b) Dividends Paid Per Share.......... $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $ 1.5312 Market Price Per Share (OTC) High............................ 90.00 101.47 101.50 * * * 96.61 98.52 * Low............................. 86.50 98.00 99.25 * * * 96.61 98.52 * 6.15% Series (b) Dividends Paid Per Share.......... $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 Market Price Per Share (OTC) High............................ 95.83 102.00 * * 102.50 97.38 * 103.25 * Low............................. 92.87 101.38 * * 102.50 97.38 * 102.59 * 6.33% Series (b) Dividends Paid Per Share.......... $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 Market Price Per Share (OTC) High............................ 96.13 100.50 101.38 103.75 103.25 97.50 100.00 102.44 * Low............................. 88.50 95.50 100.13 101.75 101.50 96.63 98.25 100.00 * 6.75% Series (b) Dividends Paid Per Share.......... $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 Market Price Per Share (OTC) High............................ 93.31 94.75 96.40 101.90 94.70 95.42 99.27 105.61 95.00 Low............................. 83.88 84.38 94.90 88.25 87.00 85.00 90.50 99.92 91.50
- ------------------ (a) Source: Bloomberg Financial Services, Inc. (b) Source: NASDAQ Trading & Market Services. (c) Through February 27, 1997. * Information on trading activity, if any, not available. 13 The last reported sales or bid prices of the Shares and the number of issued and outstanding Shares with respect to each Series of Preferred are set forth on page 2 of this Offer to Purchase under "Introduction". Resources believes that such last reported sales or bid price with respect to each Series of Preferred may not be indicative of the market value of the Shares of such Series of Preferred. Depending on the number of Shares of a Series of Preferred outstanding after the Offer, the liquidity of such Shares could be affected adversely. Resources and its affiliates currently do not own any Shares of any Series of Preferred. See Section 1--"Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the Offer." Shareowners are urged to obtain current market quotations, if available, for the Shares. Dividends. The holders of each Series of Preferred are entitled to receive, when and as declared by the Board of Directors of PP&L out of funds legally available for the payment of dividends, and in preference to any dividends or distributions on the common stock of PP&L, cash dividends at the annual rate specified for that Series of Preferred, and no more, cumulative and payable quarterly with respect to each calendar quarterly period, on or before the first day of each January, April, July and October. To date, PP&L has made in a timely manner all quarterly dividend payments on each Series of Preferred. The Board of Directors of PP&L declared dividends on each Series of Preferred at its meeting on February 26, 1997. A regular quarterly dividend on each Series of Preferred will be paid on April 1, 1997, to holders of record as of the close of business on March 10, 1997. Accordingly, a holder of record of Shares as of the close of business on March 10, 1997 who tenders shares will be entitled to the regular quarterly dividend regardless of when such tender is made. Holders of Shares purchased pursuant to the Offer will not be entitled to any dividends in respect of any later dividend periods. Section 9. Certain Information Concerning the Companies. PP&L is an operating electric utility, incorporated under the laws of the Commonwealth of Pennsylvania in 1920. PP&L serves approximately 1.2 million customers in a 10,000 square mile territory in 29 counties of central eastern Pennsylvania with a population of approximately 2.6 million persons. This service area has 129 communities with populations over 5,000, the largest cities of which are Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and Williamsport. To take advantage of new business opportunities, both domestically and in foreign countries, PP&L formed a holding company structure, effective April 27, 1995, after receiving all necessary regulatory approvals and shareowner approval at PP&L's 1995 annual meeting. As a result, PP&L became a direct subsidiary of Resources. Accordingly, Resources elects all of the directors of PP&L. If all of the outstanding Shares are tendered and purchased pursuant to the Offer, Resources will own all of the equity interests in PP&L. Since the formation of Resources, there has not been any transaction between the Companies involving an amount exceeding one percent of PP&L's revenues other than the payment by PP&L of dividends to Resources, short-term intercompany borrowings and the provision of corporate services in the ordinary course of business. The principal executive offices of the Companies are located at Two North Ninth Street, Allentown, Pennsylvania 18101. Registration Statement. PP&L and PP&L Capital Trust, a special purpose business trust controlled by PP&L, have filed a registration statement under the Securities Act of 1933, as amended, with respect to a proposed offering of $100,000,000 aggregate liquidation amount of trust originated preferred securities ("Trust Preferred Securities"), issued by PP&L Capital Trust and guaranteed by PP&L to the extent set forth in such registration statement. Following the commencement of the Offer, and subject to market and other conditions, it is expected that PP&L and PP&L Capital Trust will effect a public offering of Trust Preferred Securities. As set forth in Section 10 - "Source and Amount of Funds," it is expected that the proceeds of such offering will be loaned to Resources to finance a portion of the purchase price for the Shares tendered pursuant to the Offer. 14 Selected Financial Data of PP&L. The following selected consolidated financial data of PP&L for each of the years ended December 31, 1996 and 1995 have been derived from audited financial statements contained in PP&L's Annual Report on Form 10-K for the year ended December 31, 1996. This financial data is qualified by the detailed information and financial statements included in such report.
Year Ended December 31, ---------------------------------------- 1995(a) 1996 ------------------- ------------------- (in millions, except ratios) Operating Revenues................................... $2,752 $2,910 Operating Income..................................... 574 556 Net Income........................................... $ 352 $ 357 Ratio of Earnings to Fixed Charges(b)................ 3.48 3.50 Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements(c)................. 2.92 2.93
- ------------------ (a) Earnings for 1995 were positively affected by the final order of the Pennsylvania Public Utility Commission issued on September 27, 1995 pertaining to PP&L's base rate case filed in December 1994. The decision increased revenues and permitted recovery of voluntary early retirement and post-retirement benefits other than pensions and disallowed certain costs applicable to the construction of Susquehanna Unit 1. In addition, PP&L realized a gain on the sale of subsidiary coal reserves which were previously written down in 1994. (b) Fixed charges include interest expense and the estimated interest component of rentals. (c) Combined fixed charges and preferred dividend requirements include interest expense, preferred dividend requirements and the estimated interest component of rentals. Capitalization of PP&L. The following table sets forth the capitalization of PP&L as of December 31, 1996, and as adjusted to reflect (i) the planned issuance of $100,000,000 of Trust Preferred Securities, (ii) the planned redemption on April 1, 1997 by PP&L of $30 million of 6.75% First Mortgage Bonds due November 1997, $40 million of 7.0% First Mortgage Bonds due January 1999, $60 million of 7.25% First Mortgage Bonds due February 2001 and $80 million of 7.5% First Mortgage Bonds due January 2003 and (iii) the consummation of this Offer (assuming all of the outstanding Shares are tendered and purchased). The following data is qualified by the detailed information and financial statements included in PP&L's Annual Report on Form 10-K for the year ended December 31, 1996.
At December 31, 1996 -------------------------------------------------------- Percentage Actual As Adjusted (%) -------------- ------------------- ----------------- (in millions, except percentages) Long-Term Debt (including current maturities)... $2,832 $2,622 49.1% Trust Preferred Securities...................... 0 100 1.9 Preferred Stock: With Sinking Funds............................. 295 0 0.0 Without Sinking Funds.......................... 171 0 0.0 Common Equity................................... 2,617 2,617 49.0 --------- --------- ------- Total Capitalization......................... $5,915 $5,339 100.0% ========= ========= =======
Additional Information. Each Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports and other information with the Commission. Resources also has filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 and an Issuer Tender Offer Statement on Schedule 13E-4 with the Commission, which includes certain additional information relating to the Offer. Such reports and other information filed by the Companies with the Commission pursuant to the informational requirements of the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and 15 at the following Regional Offices of the Commission: Chicago Regional Office, Suite 1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Resources' Schedules 13E-3 and 13E-4 will not be available at the Commission's Regional Offices. The Commission maintains a Web site (http:\\www.sec.com) that contains reports and other information regarding the Companies. In addition, reports and other information concerning the Companies may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania 19103. Resources undertakes to provide without charge to each person, including any beneficial owner, to whom this Offer to Purchase is delivered, upon written or oral request of such person, a copy of PP&L's Annual Report on Form 10-K for the year ended December 31, 1996, other than exhibits thereto. Such requests should be directed to Pennsylvania Power & Light Company, Two North Ninth Street, Allentown, PA 18101, Attention: Investor Services Department (800/345-3085). Section 10. Source and Amount of Funds. Assuming that Resources purchases all outstanding Shares pursuant to the Offer, the total amount required by Resources to purchase such Shares will be approximately $471.7 million, including fees and other expenses. It is expected that PP&L will lend to Resources (either directly or indirectly) the funds that Resources will need to complete the Offer. In this regard, PP&L expects to derive the funds necessary to make the loan to Resources from the planned $100 million public offering of Trust Preferred Securities, internally generated funds, the liquidation of temporary investments and the issuance of short-term debt. The Offer is not conditioned upon consummation of the planned $100 million public offering of Trust Preferred Securities. Section 11. Transactions and Agreements Concerning the Shares. On March 16, 1994, PP&L issued and sold pursuant to a registration statement under the Securities Act 300,000 Shares of the 5.95% Series, 250,000 Shares of the 6.05% Series and 250,000 Shares of the 6.15% Series in each case at an offering price of $100 per Share and received aggregate net proceeds of approximately $79.4 million. Each of Resources and PP&L has been advised by its directors and executive officers that no directors or executive officers of the Companies own any Shares. Based upon the Companies' records and upon information provided to each Company by its directors and executive officers, neither Company nor, to the knowledge of either, any of their subsidiaries, affiliates, directors or executive officers, or associates of the foregoing, has engaged in any transactions involving Shares during the 60 business days preceding the date hereof. Neither Company nor, to the knowledge of either, any of its directors or executive officers or an associate of the foregoing is a party to any contract, arrangement, understanding or relationship relating directly or indirectly to the Offer with any other person or entity with respect to any securities of PP&L. Section 12. Extension of Tender Period; Termination; Amendments. Resources expressly reserves the right, in its sole discretion and at any time or from time to time prior to the Expiration Date, to extend the period of time during which the Offer is open or otherwise amend or terminate the Offer for any reason with respect to any Series of Preferred by giving oral or written notice to the Depositary and making a public announcement thereof. There can be no assurance, however, that Resources will exercise such right to extend the Offer or, if the Offer with respect to one Series of Preferred is extended, that the Offer with respect to any other Series of Preferred also will be extended. If Resources makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, with respect to a Series of Preferred (including an increase or decrease in the consideration offered or change in the solicitation fee), Resources will extend the Offer with respect 16 to such Series of Preferred to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Exchange Act. Under these rules, the minimum period for which the Offer must remain open following a material change or waiver, other than an increase or decrease in the consideration offered or change in the solicitation fee, will depend upon the facts and circumstances, including the relative materiality of the change or waiver. With respect to an increase or decrease in the consideration offered or change in the solicitation fee, the Offer will be extended such that the Offer remains open for a minimum of ten business days following the public announcement of such change. During any such extension, all Shares of that Series of Preferred previously tendered will remain subject to the Offer, except to the extent that such Shares may be withdrawn as set forth in Section 5--"Withdrawal Rights." If, with respect to a Series of Preferred, Resources extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Shares of that Series of Preferred or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Resources' rights under the Offer, the Depositary may, on behalf of Resources, retain all Shares of that Series of Preferred tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 12, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that an issuer making a tender offer either shall pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the tender offer. THE OFFER FOR ONE SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. IF RESOURCES EXTENDS, AMENDS OR TERMINATES THE OFFER WITH RESPECT TO ONE SERIES OF PREFERRED FOR ANY REASON, RESOURCES WILL HAVE NO OBLIGATION TO EXTEND, AMEND OR TERMINATE THE OFFER FOR ANY OTHER SERIES OF PREFERRED. Resources also expressly reserves the right, with respect to any Series of Preferred, in its sole discretion, upon the occurrence of any of the conditions specified in Section 7--"Certain Conditions of the Offer," to, among other things, terminate the Offer and not accept for payment or pay for any Shares tendered or, subject to Rule 13e- 4(f)(5) under the Exchange Act, which requires Resources either to pay the consideration offered or to return the Shares tendered promptly after the termination or withdrawal of the Offer, to postpone acceptance for payment of or payment for Shares by, in the case of any termination, giving oral or written notice of such termination to the Depositary and making a public announcement thereof. Extensions and terminations of and amendments to the Offer may be effected by public announcement. Without limiting the manner in which Resources may choose to make public announcement of any extension, termination or amendment, Resources shall have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement, other than by making a release to the Dow Jones News Service, except in the case of an announcement of an extension of the Offer with respect to any Series of Preferred, in which case Resources shall have no obligation to publish, advertise or otherwise communicate such announcement other than by issuing a notice of such extension by press release or other public announcement, which notice shall be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date with respect to that Series of Preferred. Material changes to information previously provided to holders of the Shares in this Offer to Purchase or in documents furnished subsequent thereto will be disseminated to holders of Shares in compliance with Rule 13e-4(e)(2) promulgated by the Commission under the Exchange Act. Section 13. Certain U.S. Federal Income Tax Consequences. EACH HOLDER OF SHARES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO THE HOLDER OF TENDERING SHARES PURSUANT TO THE OFFER. In the opinion of Simpson Thacher & Bartlett, tax counsel to Resources, the following summary describes the material United States federal income tax consequences of sales of Shares pursuant to the Offer. Unless otherwise stated, this summary deals only with beneficial owners of Shares ("Shareowners") who are United States persons (as defined below) and who hold their Shares as capital assets (as defined in Section 1221 of the Internal 17 Revenue Code of 1986, as amended (the "Code")). As used herein, a "United States person" means (i) a person that is a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries have the authority to control all the substantial decisions of such trust. The tax treatment of a Shareowner may vary depending on his, her or its particular situation. This summary does not address all of the United States federal income tax consequences that may be relevant to a particular Shareowner or to Shareowners that may be subject to special tax treatment, such as banks, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, tax-exempt investors, persons holding Shares as part of a hedging or conversion transaction or a straddle, persons whose "functional currency" is not the United States dollar or persons who own five percent or more of the stock of PP&L or any Series of Preferred. In addition, this summary does not include any description of any United States federal alternative minimum tax consequences or the tax laws of any state, local or foreign jurisdiction that may be applicable to a Shareowner. This summary is based on the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. SHAREOWNERS SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION. Characterization of the Sale A sale of Shares by a Shareowner pursuant to the Offer will be a taxable transaction for United States federal income tax purposes. Tax Consequences to Shareowners A Shareowner will recognize gain or loss equal to the difference between the amount of cash received by the Shareowner pursuant to the Offer and the Shareowner's adjusted tax basis in the Shares tendered therefor. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Shareowner has held the tendered Shares for more than one year (as of the Expiration Date). Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for United States federal income tax purposes. Tax Consequences to Non-United States Shareowners Subject to the discussion set forth below under the caption "Backup Withholding," any gain realized upon the sale of Shares by a Non-United States Shareowner pursuant to the Offer generally will not be subject to United States federal income or withholding tax unless (i) such gain is effectively connected with a trade or business carried on in the United States by the Non-United States Shareowner, or (ii) in the case of a Non-United States Shareowner who is an individual, such individual is present in the United States for 183 days or more in the taxable year of such sale and certain other conditions are met. For purposes of this discussion, a "Non-United States Shareowner" is any Shareowner who is not a "United States person" (as defined above). If the gain recognized by a Non-United States Shareowner upon a sale of Shares pursuant to the Offer is effectively connected with a trade or business carried on by the Non-United States Shareowner within the United States, the Non-United States Shareowner will be subject to United States federal income tax on such gain on a net income basis in the same manner as if it were a United States person. In addition, if such Non-United States Shareowner is a foreign corporation, it may be subject to a United States branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to adjustments. For this purpose, such gain would be included in such foreign corporation's effectively connected earnings and profits. Alternatively, if a tendering Non-United States Shareowner is an individual who is described in (ii) above (and the other requisite conditions are satisfied), the gain realized by such individual on his or her sale of Shares 18 pursuant to the Offer may be subject to a flat 30% United States federal income tax (i.e., the excess of such individual's United States-source capital gains for the taxable year, over such individual's United States-source capital losses for such taxable year, generally will be subject to a 30% United States federal income tax unless an applicable United States tax treaty provides otherwise). Backup Withholding ANY TENDERING SHAREOWNER WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A NON-UNITED STATES SHAREOWNER, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO A REQUIRED UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREOWNER PURSUANT TO THE OFFER. To prevent backup United States federal income tax withholding with respect to the purchase price paid for Shares purchased pursuant to the Offer, a Shareowner must provide the Depositary with the Shareowner's correct taxpayer identification number and certify that the Shareowner is not subject to backup withholding of United States federal income tax by completing the Substitute Form W-9 included in the applicable Letter of Transmittal. Certain Shareowners (including, among others, all corporations and certain Non-United States Shareowners) are exempt from such backup withholding. For a corporate Shareowner to qualify for such exemption, such corporate Shareowner must provide the Depositary with a properly completed and executed Substitute Form W-9 attesting to its exempt status. In order for a Non-United States Shareowner to qualify as an exempt recipient, the Non-United States Shareowner must submit an IRS Form W- 8, Certificate of Foreign Status, signed under penalties of perjury, attesting to that Non-United States Shareowner's exempt status. A copy of an IRS Form W-8 may be obtained from the Depositary. Unless a Shareowner provides the appropriate certification, the Depositary will withhold 31% of the gross proceeds otherwise payable to a Shareowner. The amount of any backup withholding from a payment to a Shareowner will be allowed as a credit against such Shareowner's United States federal income tax liability and may entitle such Shareowner to a refund, provided that the required information is furnished to the IRS. Section 14. Fees and Expenses. Resources has retained Norwest Bank Minnesota, N.A., as Depositary, Georgeson & Company Inc., as Information Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Manager, in connection with the Offer. The Information Agent and Dealer Manager will assist Shareowners who request assistance in connection with the Offer and may request brokers, dealers and other nominee Shareowners to forward materials relating to the Offer to beneficial owners. Resources has agreed to pay the Dealer Manager, upon acceptance for payment of Shares pursuant to the Offer, a fee of $0.50 per Share paid for in the Offer. The Dealer Manager also will be reimbursed by Resources for its reasonable out-of-pocket expenses, including attorneys' fees. The Dealer Manager has rendered, is currently rendering and is expected to continue to render various investment banking and other advisory services to Resources and PP&L. It has received, and will continue to receive, customary compensation from Resources and PP&L for such services. The Depositary and the Information Agent will receive reasonable and customary compensation for their services in connection with the Offer and also will be reimbursed for reasonable out-of-pocket expenses, including attorneys' fees. Resources has agreed to indemnify the Depositary, the Information Agent and the Dealer Manager against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. Neither the Depositary nor the Information Agent has been retained to make solicitations, and none of the Depositary, the Information Agent or the Dealer Manager has been retained to make recommendations with respect to the Offer, in their respective roles as Depositary, Information Agent and Dealer Manager. 19 Resources will pay to each designated Soliciting Dealer (as defined herein) the per Share solicitation fees shown in the following table:
Number of Shares --------------------------------------- Less than 2,500 2,500 or greater --------------- ---------------- 4 1/2% Preferred $1.50 $1.00 3.35% Series $1.50 $1.00 4.40% Series $1.50 $1.00 4.60% Series $1.50 $1.00 6.75% Series $1.50 $1.00 5.95% Series $0.50 $0.50 6.05% Series $0.50 $0.50 6.15% Series $0.50 $0.50 6.125% Series $0.50 $0.50 6.33% Series $0.50 $0.50
Provided, however, that any fee payable for transactions equal to or exceeding 2,500 Shares shall be payable 80% to the Dealer Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager). No such fee shall be payable to a Soliciting Dealer in respect of Shares (a) beneficially owned by such Soliciting Dealer or (b) registered in the name of such Soliciting Dealer unless such Shares are held by such Soliciting Dealer as nominee and such Shares are being tendered for the benefit of one or more beneficial owners identified in the applicable Letter of Transmittal or in the applicable Notice of Solicited Tenders (including in the materials provided to brokers and dealers). For purposes of this Offer, a designated Soliciting Dealer is an entity obtaining the tender, if the Letter of Transmittal shall include its name and it is (a) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, which is a member of any national securities exchange or of the NASD, (b) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as if it were an NASD member, or (c) any bank or trust company. No such fee shall be payable to a Soliciting Dealer in respect of Shares (i) beneficially owned by such Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer unless such Shares are held by such Soliciting Dealer as nominee and such Shares are being tendered for the benefit of one or more beneficial owners identified in the applicable Letter of Transmittal or in the applicable Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Shares by a holder (i) unless the applicable Letter of Transmittal accompanying such tender designates such Soliciting Dealer, (ii) unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within three business days after the applicable Expiration Date and (iii) to the extent such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of Resources, PP&L, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offer. Soliciting Dealers will include any of the organizations described in clauses (a), (b) and (c) above even when the activities of such organizations in connection with the Offer consist solely of forwarding to clients materials relating to the Offer, including the Letter of Transmittal and tendering Shares as directed by beneficial owners thereof. No Soliciting Dealer is required to make any recommendation to holders of Shares as to whether to tender or refrain from tendering in the Offer. No assumption is made, in making payment to any Soliciting Dealer, that its activities in connection with the Offer included any activities other than those described above, and for all purposes noted in all materials relating to the Offer, the term "solicit" shall be deemed to mean no more than "processing shares tendered" or "forwarding to customers materials regarding the Offer." 20 Resources will pay (or cause to be paid) any stock transfer taxes on its purchase of Shares, except as otherwise provided herein or in Instruction 6 of the applicable Letter of Transmittal. Assuming that all Shares of each Series of Preferred pursuant to the Offer are tendered and purchased by Resources, it is estimated that the expenses incurred by Resources in connection with the Offer will be approximately as set forth below. Resources will be responsible for paying all such expenses. Dealer Manager fees $2,332,000 Solicitation fees $3,196,000 Printing and mailing fees $ 50,000 Filing fees $ 93,094 Legal and Miscellaneous $ 558,906 ---------- Total $6,230,000 ==========
Section 15. Miscellaneous. The Offer is not being made to, nor will Resources accept tenders from, owners of Shares in any jurisdiction in which the Offer or its acceptance would not be in compliance with the laws of such jurisdiction. Resources is not aware of any jurisdiction where the making of the Offer or the tender of Shares would not be in compliance with applicable law. If Resources becomes aware of any jurisdiction where the making of the Offer or the tender of Shares is not in compliance with any applicable law, Resources will make a good faith effort to comply with such law. If, after such good faith effort, Resources cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction in which the securities, Blue Sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on Resources' behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. 21 The Depositary for the Offer is: Norwest Bank Minnesota, N.A. By Mail: Norwest Bank Minnesota, N.A. P.O. Box 64858 St. Paul, Minnesota 55164-0858 Attention: Reorganization Department By Hand or By Overnight Courier: Norwest Bank Minnesota, N.A. 161 North Concord Exchange South St. Paul, Minnesota 55075-1139 Attention: Reorganization Department By Hand New York Drop: The Depository Trust Company 55 Water Street, 1st Floor New York, New York 10041-0099 Facsimile Transmission: Confirm Receipt of Notice of (612) 450-4263 Guaranteed Delivery by Telephone: (800) 778-3303 Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at the respective telephone numbers and addresses listed below. Requests for additional copies of this Offer to Purchase, the applicable Letter of Transmittal, the applicable Notice of Guaranteed Delivery, or other tender offer materials may be directed to the Information Agent, and such copies will be furnished promptly at Resources' expense. Each Shareowner may also contact its local broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: Georgeson & Company Inc. Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 The Dealer Manager for the Offer is: Merrill Lynch & Co. World Financial Center 250 Vesey Street New York, New York 10281 1-888-ML4-TNDR (toll-free) (1-888-654-8637 (toll-free)) - -------------------------------------------------------------------------------- ATTENTION SHAREOWNERS WHO HAVE LOST CERTIFICATES Please call PP&L's Investors Services Department at 1-800-345-3085 for assistance. - -------------------------------------------------------------------------------- EX-99.A(2) 3 FORM OF LETTER OF TRANSMITTAL Exhibit 99(a)(2) FORM OF LETTER OF TRANSMITTAL To Accompany Shares of [ %] Series Preferred Stock ($100 par value) CUSIP No. 709051-20-5 of Pennsylvania Power & Light Company Tendered Pursuant to the Offer to Purchase by PP&L Resources, Inc. Dated March 3, 1997 - ------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED. - ------------------------------------------------------------------------------- To: Norwest Bank Minnesota, N.A., Depositary By Mail: By Hand or: By Hand New York Drop: Overnight Courier Norwest Bank Norwest Bank The Depository Minnesota, N.A. Minnesota, N.A Trust Company P.O. Box 64858 161 North Concord Exchange 55 Water Street, St. Paul, South St. Paul, 1st Floor Minnesota 55164-0858 Minnesota 55075-1139 New York, Attention: Attention: Reorganization New York 10041-0099 Reorganization Department Department Questions and Requests for Assistance May Be Directed To: Georgeson & Company Inc. Information Agent Bank and Brokers Call Collect (212) 440-9800 All Others Call Toll Free (800) 223-2064 This Letter of Transmittal is to be used for the tender of Shares of [%] Series Preferred Stock of Pennsylvania Power & Light Company only. Any person desiring to tender shares of any other preferred stock of Pennsylvania Power & Light Company for which PP&L Resources, Inc. is making a tender offer must submit the Letter of Transmittal relating to that specific preferred stock.
- ---------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES OF [ %] SERIES PREFERRED STOCK TENDERED - ---------------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) (If blank, Shares Tendered fill in exactly as name(s) appear(s) on certificate(s) (Attach additional list if necessary) - ---------------------------------------------------------------------------------------------------------------------------- Total Number of Shares Number of Certificate Represented by Shares Number(s)* Certificate(s) Tendered* ------------------------------------------------------------- ------------------------------------------------------------- ------------------------------------------------------------- ------------------------------------------------------------- TOTAL - ---------------------------------------------------------------------------------------------------------------------------- * Unless otherwise indicated, the holder will be deemed to have tendered the full number of Shares represented by the tendered certificate(s). See Instruction 4. - ----------------------------------------------------------------------------------------------------------------------------
Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery. Do not send any certificates to the Dealer Manager, the Information Agent, PP&L Resources, Inc. or Pennsylvania Power & Light Company. The instructions accompanying this Letter of Transmittal should be read carefully before the Letter of Transmittal is completed. Questions and requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal and the applicable Notice of Guaranteed Delivery or other tender offer materials may be directed to Georgeson & Company Inc., the Information Agent, at Wall Street Plaza, New York, NY 10005, telephone (800) 223-2064 (toll free) or (212) 440-9800 (collect). This Letter of Transmittal is to be used only if certificates are to be forwarded herewith. It is furnished for information only to holders whose Shares (as defined below) are to be delivered by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC") or The Philadelphia Depository Trust Company ("PDTC") (hereinafter together referred to as the "Book-Entry Transfer Facilities") pursuant to the procedures set forth under Section 4--"Procedure for Tendering Shares" in the Offer to Purchase (as defined below). Shareowners who cannot deliver certificates for their Shares and all other documents required hereby to the Depositary or for whose Shares a confirmation of delivery pursuant to the procedures for book-entry transfer cannot be received by the Depositary by the Expiration Date (as defined in the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedure set forth under Section 4--"Procedure for Tendering Shares" in the Offer to Purchase. See Instruction 2. Delivery of documents to PP&L Resources, Inc., Pennsylvania Power & Light Company or to a Book-Entry Transfer Facility does not constitute a valid delivery.
(BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) - --------------------------------------------------------------------------------------------------------------------- [_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of tendering shareowner(s) --------------------------------------------------------------------- Date of execution of Notice of Guaranteed Delivery ----------------------------------------------------- Name of institution that guaranteed delivery ----------------------------------------------------------- If delivery is by book-entry transfer: Name of tendering institution -------------------------------------------------------------------------- Check applicable box: [_] DTC [_] PDTC Account No. -------------------------------------------------------------------------------------------- Transaction Code No. ----------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------
- 2 - NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. Ladies and Gentlemen: The undersigned hereby tenders to PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), the above-described shares (the "Shares") pursuant to Resources' offer to purchase any and all Shares of the [ %] Series Preferred Stock ($100 par value) (the "[ %] Series Preferred Stock") of Pennsylvania Power & Light Company, a Pennsylvania corporation and a direct subsidiary of Resources ("PP&L"; together with Resources, the "Companies") at a price of [$ ] per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 3, 1997 (the "Offer to Purchase"), receipt of which hereby is acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended with respect to the [ %] Series Preferred Stock, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, Resources all right, title and interest in and to all the Shares that are being tendered hereby and constitutes and appoints Norwest Bank Minnesota, N.A., as Depositary, the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney, being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates of such Shares and to accept such Shares together with all accompanying evidences of transfer and authenticity, for deposit with the Depositary, (b) present such Shares for transfer on the books of PP&L, (c) issue payment for such Shares and/or certificates for unpurchased Shares or deliver unpurchased Shares to the account of the undersigned, and (d) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The Depositary will act as agent for tendering shareowners for the purpose of receiving payment from Resources and transmitting payment to tendering shareowners. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when and to the extent the same are accepted for payment by Resources, Resources will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Companies to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described under Section 4 -- "Procedure for Tendering Shares" in the Offer to Purchase and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer. Unless otherwise indicated under "Special Payment Instructions," the check for the purchase price of any Shares purchased, and/or the return of any certificates for Shares not tendered or not purchased, will be issued in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above). Similarly, unless otherwise indicated under "Special Delivery Instructions," the check for the purchase price of any Shares purchased and/or the return of any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) will be mailed to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, the check for the purchase price of any Shares purchased and/or the return of any certificates for Shares not tendered or not purchased will be issued in the name(s) of, and such check and/or any certificates will be mailed to, the person(s) so indicated. The undersigned recognizes that PP&L has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder(s) thereof if Resources does not accept for payment any of the Shares so tendered. - 3 - - -------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5, 6, and 7) To be completed ONLY if the check for the purchase price of Shares purchased and/or certificates for Shares not tendered or not purchased are to be issued in the name of someone other someone other than the undersigned. Issue [_] check and/or [_] certificate(s) to: Name___________________________________________________________________________ (Please Print) Address________________________________________________________________________ _______________________________________________________________________________ (Include Zip Code) _______________________________________________________________________________ (Taxpayer Identification or Social Security No.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4 and 7) To be completed ONLY if the check for the purchase price of Shares purchased and/or certificates for Shares not tendered or not purchased is to be mailed to someone other someone other than the undersigned. or to the undersigned at an address other than that shown below the undersigned's signature(s). Mail [_] check and/or [_] certificate(s) to: Name___________________________________________________________________________ (Please Print) Address________________________________________________________________________ _______________________________________________________________________________ (Include Zip Code) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ATTENTION SHAREOWNERS WHO HAVE LOST CERTIFICATES Please call PP&L's Investors Services Department at 1-800-345-3085 for assistance. - -------------------------------------------------------------------------------- - 4 - - -------------------------------------------------------------------------------- SOLICITED TENDERS (See Instruction 10) Resources will pay to any Soliciting Dealer, as defined in Instruction 10, a solicitation fee of $1.50 per Share [(except that for transactions equal to or exceeding 2,500 Shares, Resources will pay a solicitation fee of $1.00 per Share)] for each Share tendered, accepted for payment and purchased pursuant to the Offer; provided, however, that any fee payable pursuant to this sentence for transactions equal to or exceeding 2,500 Shares shall be paid 80% to the Dealer Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager). The undersigned represents that the Soliciting Dealer that solicited and obtained this tender is: Name of Firm:_________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant:____________________________ Identification Number (if known):_____________________________________________ Address:______________________________________________________________________ (Include Zip Code) The following to be completed ONLY if customer's Shares held in nominee name are tendered. Name of Beneficial Owner Number of Shares Tendered (Attach additional list if necessary) _________________________________ _____________________________________ _________________________________ _____________________________________ The acceptance of compensation by such Soliciting Dealer will constitute a representation by it that: (a) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (b) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase; (c) in soliciting tenders of Shares, it has used no solicitation materials other than those furnished by Resources; and (d) if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations. The payment of compensation to any Soliciting Dealer is dependent on such Soliciting Dealer returning a Notice of Solicited Tenders to the Depositary. - -------------------------------------------------------------------------------- - 5 - - -------------------------------------------------------------------------------- SIGN HERE (Please complete Substitute Form W-9 below) (Must be signed by the registered holder(s) exactly as name(s) appear(s) on the stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) ________________________________________________________________________________ ________________________________________________________________________________ Signature(s) of Owner(s) Dated_____________________________________________________________________, 1997 Name(s)_________________________________________________________________________ ________________________________________________________________________________ (Please Print) Capacity (full title)___________________________________________________________ Address_________________________________________________________________________ ________________________________________________________________________________ (include Zip Code) Area Code and Telephone No._____________________________________________________ GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5) Name of Firm____________________________________________________________________ Authorized Signature____________________________________________________________ Name____________________________________________________________________________ Title___________________________________________________________________________ Address of Firm_________________________________________________________________ ________________________________________________________________________________ Area Code and Telephone No._____________________________________________________ Dated_____________________________________________________________________, 1997 - -------------------------------------------------------------------------------- - 6 - This Letter of Transmittal is to be used for the tender of Shares of [ %] Series Preferred Stock only. Any person desiring to tender shares of any other preferred stock of PP&L for which Resources is making a tender offer must submit the Letter of Transmittal relating to that specific preferred stock. INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (any of the foregoing, an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith and such holder(s) has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used only if certificates are to be forwarded herewith pursuant to the procedures set forth under Section 4--"Procedure for Tendering Shares" in the Offer to Purchase. Either (a) certificates for all physically delivered Shares, as well as a properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, or (b) a confirmation of a book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities of all Shares delivered electronically must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal on or prior to the Expiration Date (as defined in the Offer to Purchase) with respect to the [ %] Series Preferred Stock. Shareowners who cannot deliver their Shares and all other required documents to the Depositary on or prior to the applicable Expiration Date must tender their Shares pursuant to the guaranteed delivery procedure set forth under Section 4--"Procedure for Tendering Shares" in the Offer to Purchase. Pursuant to such procedure: (a) such tender is made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by Resources is received by the Depositary on or prior to the applicable Expiration Date and (c) either (i) the certificates for such Shares, together with a properly completed and duly executed Letter of Transmittal for the [ %] Series Preferred Stock and any other documents required by such Letter of Transmittal, or (ii) a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities are received by the Depositary no later than 5:00 p.m., New York City time, on the third New York Stock Exchange trading day after the Expiration Date, all as provided under Section 4--"Procedure for Tendering Shares" in the Offer to Purchase. The method of delivery of Shares and all other required documents is at the option and risk of the tendering shareowner. If certificates for Shares are sent by mail, registered mail with return receipt requested, properly insured, is recommended. No alternative, conditional or contingent tenders will be accepted. See Section 4--"Procedure for Tendering Shares" in the Offer to Purchase. By executing this Letter of Transmittal, the tendering shareowner waives any right to receive any notice of the acceptance for payment of the Shares. 3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto. 4. Partial Tenders. If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such case a new certificate for the remainder of the Shares represented by the old certificate will be sent in the name of and to the person(s) signing this Letter of Transmittal, unless otherwise provided in the "Special Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of Transmittal, as promptly as - 7 - practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s). Signatures of any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Resources of the authority of such person so to act must be submitted. 6. Stock Transfer Taxes. Resources will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Section 6--"Acceptance for Payment of Shares and Payment of Purchase Price" in the Offer to Purchase. Except as provided in this Instruction 6, it will not be necessary to affix transfer tax stamps to the certificates representing Shares tendered hereby. 7. Special Payment and Delivery Instructions. If the check for the purchase price of any Shares purchased is to be issued in the name of, and/or any certificates for Shares not tendered or not purchased are to be returned to, a person other than the person(s) signing this Letter of Transmittal or if the check and/or any certificate for Shares not tendered or not purchased is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to an address other than that shown above in the box captioned "Description of Shares Tendered," then the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed. A shareowner tendering Shares by book-entry transfer will have any Shares not accepted for payment returned by crediting the account maintained by such shareowner at the Book-Entry Transfer Facility from which such transfer was made. 8. Substitute Form W-9 and Form W-8. The tendering shareowner is required to provide the Depositary with either a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax Information" below, or a properly completed Form W-8. Failure to provide the information on either Substitute Form W-9 or Form W-8 may subject the tendering shareowner to 31% Federal income tax backup - 8 - withholding on the payment of the purchase price. The box in Part 2 of Substitute Form W-9 may be checked if the tendering shareowner has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the box in Part 2 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 31% on all payments of the purchase price thereafter until a TIN is provided to the Depositary. 9. Requests for Assistance or Additional Copies. Any questions or requests for assistance may be directed to Georgeson & Company Inc., as Information Agent, or Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Manager, at the telephone number and address listed below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the applicable Notice of Guaranteed Delivery or other tender offer materials may be directed to the Information Agent, and such copies will be furnished promptly at Resources' expense. Shareowners also may contact their local brokers, dealers, commercial banks or trust companies for assistance concerning this Offer. 10. Solicited Tenders. Resources will pay a solicitation fee of $1.50 per Share [(except that for transactions equal to or exceeding 2,500 Shares, Resources will pay a solicitation fee of $1.00 per Share)] for any Shares tendered, accepted for payment and paid for pursuant to the Offer, covered by the Letter of Transmittal which designates, in the box captioned "Solicited Tenders," as having solicited and obtained the tender, the name of (a) any broker or dealer in securities, including a Dealer Manager in its capacity as a dealer or broker, which is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD"), (b) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (c) any bank or trust company (each of which is referred to herein as a "Soliciting Dealer"); provided, however, that any fee payable pursuant to this sentence for transactions equal to or exceeding 2,500 shares shall be paid 80% to the Dealer Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Shares by a holder unless the Letter of Transmittal accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer in respect of Shares (i) beneficially owned by such Solicitation Dealer or (ii) registered in the name of such Soliciting Dealer unless such Shares are held by such Soliciting Dealer as nominee and such Shares are being tendered for the benefit of one or more beneficial owners identified on the Letter of Transmittal or on the Notice of Solicited Tenders (included in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Shares by the holder of record, for the benefit of the beneficial owner, unless the beneficial owner has designated such Soliciting Dealer. If tendered Shares are being delivered by book-entry transfer, the Soliciting Dealer must return a Notice of Solicited Tenders to the Depositary within three New York Stock Exchange trading days after expiration of the Offer to receive a solicitation fee. No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to any person (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Companies, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offer. 11. Irregularities. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by Resources, in its sole discretion, and its determination shall be final and binding. Resources reserves the absolute right to reject any and all tenders of Shares that it determines are not in proper form or the acceptance for payment of or payment for Shares that may, in the sole opinion of Resources, be unlawful. Resources also reserves the absolute right to waive any of the conditions to the Offer or any defect or irregularity in any tender of Shares, and Resources' interpretation of the terms and conditions of the Offer (including these instructions) shall be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Resources shall determine. None of Resources, the Dealer Manager, the Depositary, the Information Agent or any other person shall be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived. - 9 - IMPORTANT: This Letter of Transmittal, duly executed, together with certificates and all other required documents or confirmation of book-entry transfer must be received by the Depositary, or the Notice of Guaranteed Delivery must be received by the Depositary, on or prior to the applicable Expiration Date (as defined in the Offer to Purchase). IMPORTANT TAX INFORMATION Under Federal income tax law, a shareowner whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with either such shareowner's correct TIN on Substitute Form W-9 below or a properly completed Form W-8. If such shareowner is an individual, the TIN is his or her social security number. For businesses and other entities, the TIN is the employer identification number. If the Depositary is not provided with the correct TIN or properly completed Form W-8, the shareowner may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such shareowner with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. The Form W-8 can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If Federal income tax backup withholding applies, the Depositary is required to withhold 31% of any payments made to the shareowner. Backup withholding is not an additional tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of the tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. Purpose of Substitute Form W-9 and Form W-8 To avoid backup withholding on payments that are made to a shareowner with respect to Shares purchased pursuant to the Offer, the shareowner is required to notify the Depositary of his or her correct TIN by completing the Substitute Form W-9 attached hereto certifying that the TIN provided on Substitute Form W-9 is correct and that (a) the shareowner has not been notified by the Internal Revenue Service that he or she is subject to Federal income tax backup withholding as a result of failure to report all interest or dividends or (b) the Internal Revenue Service has notified the shareowner that he or she is no longer subject to Federal income tax backup withholding. Foreign shareowners must submit a properly completed Form W-8 in order to avoid the applicable backup withholding; provided, however, that backup withholding will not apply to foreign shareowners subject to 30% (or lower treaty rate) withholding on gross payments received pursuant to the Offer. What Numbers to Give the Depositary The shareowner is required to give the Depositary the social security number or employer identification number of the registered owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. - 10 - Payer's Name: Norwest Bank Minnesota, N.A. - -------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social security number OR THE BOX AT RIGHT AND CERTIFY BY Employee Identification Number Form W-9 SIGNING AND DATING BELOW. TIN_____________ ------------------------------------------------------------------------------------------------ Department of the Name (Please Print)________________________ Part 2 Treasury Internal Revenue Service Address____________________________________ Awaiting TIN [_] City______________ State______ Zip Code____ ----------------------------------------------------------------------------------------------- Part 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: Payer's Request for Taxpayer Identification (1) The number shown on this form is my correct taxpayer identification number (or Number (TIN) and a TIN has not been issued to me but I have mailed or delivered an application to Certification receive a TIN or intend to do so in the near future). (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding. (3) All other information provided on this form is true, correct and complete. ----------------------------------------------------------------------------------------------- SIGNATURE:_____________________________________________________________ DATE:________________ You must crossout item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. - -------------------------------------------------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9. - -------------------------------------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administrative office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all payments of the purchase price made to me will be withheld until I provide a number SIGNATURE: DATE: - --------------------------------------------------------------------------------------------------------------------------
- 11 - The Information Agent for the Offer is: GEORGESON & COMPANY INC. Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 - 12 - EX-99.A(3) 4 FORM OF GURANTEED DELIVERY Exhibit 99(a)(3) [ %] Series Preferred Stock PP&L Resources, Inc. Notice of Guaranteed Delivery of Shares of [ %] Series Preferred Stock ($100 par value) of Pennsylvania Power & Light Company This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if certificates for the shares of Pennsylvania Power & Light Company's [ %] Series Preferred Stock ($100 par value) (the "Shares") are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all other documents required by the applicable Letter of Transmittal to be delivered to Norwest Bank Minnesota, N.A., as Depositary, on or prior to the expiration of the Offer. Such form may be delivered by hand or transmitted by mail, or by facsimile transmission, to the Depositary. See Section 4-"Procedure for Tendering Shares" in the Offer to Purchase (as defined below). The Eligible Institution (as defined below) which completes this form must communicate the guarantee to the Depositary and either the applicable Letter of Transmittal and certificates for Shares must be delivered to the Depositary or the Depositary must receive confirmation of book-entry transfer of the Shares to the Depositary's account at The Depository Trust Company or The Philadelphia Depository Trust Company within three New York Stock Exchange trading days after the Expiration Date (as defined in the Offer to Purchase). Failure to do so could result in a financial loss to such Eligible Institution. To: Norwest Bank Minnesota, N.A., Depositary By Mail: By Hand or Overnight Courier: By Hand New York Drop: Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. The Depository Trust Company P.O. Box 64858 161 North Concord Exchange 55 Water Street, 1st Floor St. Paul, Minnesota 55164-0858 South St. Paul, Minnesota 55075-1139 New York, New York 10041-0099 Attention: Reorganization Attention: Reorganization Department Department Confirm Receipt of Notice of Guaranteed Delivery by Facsimile Transmission: Telephone: (612) 450-4163 (800) 778-3303
Delivery of this instrument to an address other than as set forth above or transmission of instructions via a facsimile number other than one listed above will not constitute a valid delivery. This Notice of Guaranteed Delivery is to be used for the tender of Shares of Pennsylvania Power & Light Company's [ %] Series Preferred Stock ($100 par value) only. Any person desiring to tender shares of any other preferred stock of Pennsylvania Power & Light Company for which PP&L Resources, Inc. is making a tender offer must submit the Notice of Guaranteed Delivery relating to that specific preferred stock. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. 2 Ladies and Gentlemen: The undersigned hereby tenders to PP&L Resources, Inc., a Pennsylvania corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 3, 1997 (the "Offer to Purchase"), and the applicable Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer"), receipt of which hereby is acknowledged, the number of Shares of the [ %] Series Preferred Stock ($100 par value) of Pennsylvania Power & Light Company listed below, pursuant to the guaranteed delivery procedure set forth in Section 4-"Procedure for Tendering Shares" in the Offer to Purchase. - ----------------------------------------------------------------------------------------------------------------------------------- Number of [ %] Shares: Signature - ------------------------------------------------------------------ -------------------------------------------------------- Certificate Nos. (if available): Name(s) of Record Holder(s) (Please Print) - ------------------------------------------------------------------ -------------------------------------------------------- If [ %] Shares will be tendered by book-entry transfer, Name of Address Tendering Institution: ================================================================== ======================================================== Account No. at (check one) Area Code and Telephone Number o The Depository Trust Company o The Philadelphia Depository Trust Company - ------------------------------------------------------------------ --------------------------------------------------------
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Guarantee (Not to be used for signature guarantee) The undersigned financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each, an "Eligible Institution") guarantees to deliver to the Depositary at one of its addresses set forth above (i) certificate(s) for the Shares tendered hereby, in proper form for transfer, together with a properly completed and duly executed Letter(s) of Transmittal, with any required signature guarantee(s) and any other required documents, or (ii) a confirmation of the book-entry transfer of the Shares tendered hereby into the Depositary's account at The Depository Trust Company or The Philadelphia Depository Trust Company, all within three New York Stock Exchange trading days after the Expiration Date. - ---------------------------------- -------------------------------- Name of Firm Authorized Signature - ---------------------------------- -------------------------------- Address Name - ---------------------------------- -------------------------------- City, State, Zip Code Title - ---------------------------------- Area Code and Telephone Number Dated:______________________, 1997 DO NOT SEND CERTIFICATES WITH THIS FORM. YOUR CERTIFICATES MUST BE SENT WITH THE APPLICABLE LETTER OF TRANSMITTAL. =============================================================================== EX-99.A(4) 5 FORM OF LETTER TO BROKERS, DEALERS Exhibit 99(a)(4) Merrill Lynch & Co. World Financial Center North Tower New York, New York 10281 PP&L RESOURCES, INC. OFFER TO PURCHASE ANY OR ALL SHARES OF PENNSYLVANIA POWER & LIGHT COMPANY'S 4 1/2% Preferred Stock ($100 par value) 3.35% Series Preferred Stock ($100 par value) 4.40% Series Preferred Stock ($100 par value) 4.60% Series Preferred Stock ($100 par value) 5.95% Series Preferred Stock ($100 par value) 6.05% Series Preferred Stock ($100 par value) 6.125% Series Preferred Stock ($100 par value) 6.15% Series Preferred Stock ($100 par value) 6.33% Series Preferred Stock ($100 par value) and 6.75% Series Preferred Stock ($100 par value) - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF PREFERRED. - -------------------------------------------------------------------------------- March 3, 1997 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed Dealer Manager by PP&L Resources, Inc. ("Resources") in connection with the offer by Resources to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase referred to below and the applicable Letter of Transmittal, any and all shares of Pennsylvania Power & Light Company's ("PP&L's") 4 1/2% Preferred Stock and each series of Series Preferred Stock at the prices below:
Purchase Price Per Share -------------- 4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00 3.35% Series Preferred Stock ("3.35% Series") $ 52.02 4.40% Series Preferred Stock ("4.40% Series") $ 70.51 4.60% Series Preferred Stock ("4.60% Series") $ 73.72 5.95% Series Preferred Stock ("5.95% Series") $103.93 6.05% Series Preferred Stock ("6.05% Series") $104.37 6.125% Series Preferred Stock ("6.125% Series") $103.68 6.15% Series Preferred Stock ("6.15% Series") $104.72 6.33% Series Preferred Stock ("6.33% Series") $104.63 6.75% Series Preferred Stock ("6.75% Series") $109.17
(collectively, the "Shares"; and each of the 4 1/2% Preferred Stock and series of Series Preferred Stock, a "Series of Preferred") that are validly tendered and not withdrawn, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 3, 1997 (the "Offer to Purchase"), and in the applicable Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer"). Resources will accept any and all Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. The Offer to Purchase; 2. A Letter of Transmittal relating to each Series of Preferred for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; 3. A Notice of Guaranteed Delivery relating to each Series of Preferred to be used to accept the Offer if certificates for the Shares of any Series of Preferred and all other required documents cannot be delivered to the Depositary on or prior to the Expiration Date (as defined in the Offer to Purchase) for such Series of Preferred or if the book-entry transfer of the Shares cannot be completed on or prior to the Expiration Date for such Series of Preferred; 4. A form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions and designation of Soliciting Dealer with regard to the Offer; 5. A letter from the Chairman of the Board of Resources that may be provided to your clients; and 6. A return envelope addressed to Norwest Bank Minnesota, N.A., the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF PREFERRED. RESOURCES, PP&L, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER. Resources will pay to each designated Soliciting Dealer (as defined herein) the per Share solicitation fees shown in the following table: 2
Number of Shares --------------------------------------- Less than 2,500 2,500 or greater --------------------------------------- 4 1/2% Preferred $1.50 $1.00 3.35% Series $1.50 $1.00 4.40% Series $1.50 $1.00 4.60% Series $1.50 $1.00 6.75% Series $1.50 $1.00 5.95% Series $0.50 $0.50 6.05% Series $0.50 $0.50 6.15% Series $0.50 $0.50 6.125% Series $0.50 $0.50 6.33% Series $0.50 $0.50
Provided, however, that any fee payable pursuant to this sentence for transactions equal to or exceeding 2,500 Shares shall be payable 80% to the Dealer Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager). For purposes of this Offer, "Soliciting Dealer" includes (a) any broker or dealer in securities, including the Dealer Manager in its capacity as a broker or dealer, which is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD"), (b) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as if it were an NASD member, or (c) any bank or trust company. No such fee shall be payable to a Soliciting Dealer in respect of Shares (i) beneficially owned by such Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer unless such Shares are held by such Soliciting Dealer as nominee and such Shares are being tendered for the benefit of one or more beneficial owners identified in the applicable Letter of Transmittal or in the applicable Notice of Solicited Tenders (including in the materials provided to brokers and dealers). No such fee shall be payable to a Soliciting Dealer with respect to the tender of Shares by a holder unless the applicable Letter of Transmittal accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer unless the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary within three business days after the applicable Expiration Date. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of Resources, PP&L, the Depositary, the Information Agent or the Dealer Manager for purposes of the Offer. Soliciting Dealers will include any of the organizations described in clauses (a), (b) and (c) above even when the activities of such organizations in connection with the Offer consist solely of forwarding to clients materials relating to the Offer, including the Letter of Transmittal and tendering Shares as directed by beneficial owners thereof. No Soliciting Dealer is required to make any recommendation to holders of Shares as to whether to tender or refrain from tendering in the Offer. No assumption is made, in making payment to any Soliciting Dealer, that its activities in connection with the Offer included any activities other than those described above, and for all purposes noted in all materials relating to the Offer, the term "solicit" shall be deemed to mean no more than "processing shares tendered" or "forwarding to customers materials regarding the Offer." If tendered Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with The Depository Trust Company or The Philadelphia Depository Trust Company, the Soliciting Dealer must return a Notice of Solicited Tenders to the Depositary within three New York Stock Exchange trading days after the applicable Expiration Date in order to receive a solicitation fee. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. No solicitation fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer any portion of such fee to any person (other than itself). All questions as to the validity, form and eligibility (including time of receipt) of Notices of Solicited Tenders will be determined by the Depositary, in its sole discretion, which determination will be final and binding. 3 Neither the Depositary nor any other person will be under any duty to give notification of any defects or irregularities in any Notice of Solicited Tenders or incur any liability for failure to give such notification. Resources, upon request, will reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. Resources, will pay all stock transfer taxes applicable to the acceptance of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal. Soliciting Dealers should take care to ensure proper record-keeping to document their entitlement to any solicitation fee. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Very truly yours, Merrill Lynch, Pierce, Fenner & Smith Incorporated NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF RESOURCES, PP&L, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 4 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 4 1/2% PREFERRED NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ================================ ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ================================ ========== - -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 5 EX-99.A(5) 6 FORM OF LETTER TO CLIENTS Exhibit 99(a)(5) PP&L Resources, Inc. Offer to Purchase for Cash Any and All Outstanding Shares of Preferred Stock of Pennsylvania Power & Light Company 4 1/2% Preferred Stock ($100 par value) 3.35% Series Preferred Stock ($100 par value) 4.40% Series Preferred Stock ($100 par value) 4.60% Series Preferred Stock ($100 par value) 5.95% Series Preferred Stock ($100 par value) 6.05% Series Preferred Stock ($100 par value) 6.125% Series Preferred Stock ($100 par value) 6.15% Series Preferred Stock ($100 par value) 6.33% Series Preferred Stock ($100 par value) and 6.75% Series Preferred Stock ($100 par value) - ------------------------------------------------------------------------------ THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF PREFERRED. - ------------------------------------------------------------------------------ To Our Clients: Enclosed for your consideration are the offer to purchase dated march 3, 1997 (the "Offer to Purchase") and applicable Letter of Transmittal (which together constitute the "Offer") setting forth an offer by PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), to purchase any and all of Pennsylvania Power & Light Company's ("PP&L's") 4 1/2% Preferred Stock and each series of Series Preferred Stock at the prices below: Purchase Price Per Share -------------- 4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00 3.35% Series Preferred Stock ("3.35% Series") $ 52.02 4.40% Series Preferred Stock ("4.40% Series") $ 70.51 4.60% Series Preferred Stock ("4.60% Series") $ 73.72 5.95% Series Preferred Stock ("5.95% Series") $103.93 6.05% Series Preferred Stock ("6.05% Series") $104.37 6.125% Series Preferred Stock ("6.125% Series") $103.68 6.15% Series Preferred Stock ("6.15% Series") $104.72 6.33% Series Preferred Stock ("6.33% Series") $104.63 6.75% Series Preferred Stock ("6.75% Series") $109.17 (collectively, the "Shares"; and each of the 4 1/2% Preferred Stock and series of Series Preferred Stock, a "Series of Preferred"), net to the seller in cash, upon the terms and subject to the conditions of the Offer. Resources will purchase any and all Shares of each Series of Preferred validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer (as described in the Offer to Purchase). We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The applicable Letter of Transmittal for each Series of Preferred held by you is furnished to you for your information only and cannot be used by you to tender any Shares held by us for your account. We request instructions as to whether you wish us to tender any or all of the Shares of each Series of Preferred held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and applicable Letter (or Letters) of Transmittal. Your attention is invited to the following: (1) The Offer is for any and all Shares of each Series of Preferred. The Offer is not conditioned upon any minimum number of Shares of any Series of Preferred being tendered. The Offer for Shares of one Series of Preferred is not conditioned on the Offer for Shares of any other Series of Preferred, but the Offer is subject to certain other conditions. (2) The Offer will expire at 12:00 midnight, New York City time, Friday, April 4, 1997, unless the Offer is extended with respect to a Series of Preferred. Your instructions to us should be forwarded to us in ample time to permit us to submit a tender on your behalf. If you would like to withdraw your Shares that we have tendered, you can withdraw them so long as the Offer remains open or at any time after the expiration of 40 business days from the commencement of the Offer if such Shares have not been accepted for payment. (3) Any stock transfer taxes applicable to the sale of Shares to Resources pursuant to the Offer will be paid by Resources, except as otherwise provided in Instruction 6 of each Letter of Transmittal. Resources, PP&L, their Boards of Directors and their Executive Officers make no recommendation to any shareowner as to whether to tender any or all Shares of any Series of Preferred pursuant to the Offer. Shareowners must make their own decisions as to whether to tender Shares of any Series of Preferred pursuant to the Offer and, if so, how many Shares to tender. If you wish to have us tender any or all of your Shares of any Series of Preferred held by us for your account upon the terms and subject to the conditions set forth in the Offer, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. If you hold Shares of more than one Series of Preferred, you must specify the number of Shares tendered for each Series of Preferred. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Offer. The Offer is being made to all holders of Shares. Resources is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If Resources becomes aware of any valid state statute prohibiting the making of the Offer, Resources will make a good faith effort to comply with such statute. If, after such good faith effort, Resources cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in such state. In those jurisdictions where securities, "Blue Sky" or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Resources by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Manager, or one or more registered brokers or dealers licensed under the laws of such jurisdictions. 2 Instructions With Respect to Offer to Purchase for Cash Any and All Shares of 4 1/2% Preferred Stock ($100 par value) 3.35% Series Preferred Stock ($100 par value) 4.40% Series Preferred Stock ($100 par value) 4.60% Series Preferred Stock ($100 par value) 5.95% Series Preferred Stock ($100 par value) 6.05% Series Preferred Stock ($100 par value) 6.125% Series Preferred Stock ($100 par value) 6.15% Series Preferred Stock ($100 par value) 6.33% Series Preferred Stock ($100 par value) and 6.75% Series Preferred Stock ($100 par value) of Pennsylvania Power & Light Company The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated March 3, 1997, and the applicable Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by PP&L Resources, Inc. ("Resources") to purchase any and all of Pennsylvania Power & Light Company's ("PP&L's") 4 1/2% Preferred Stock and each series of Series Preferred Stock at the prices below: Purchase Price Per Share -------------- 4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00 3.35% Series Preferred Stock ("3.35% Series") $ 52.02 4.40% Series Preferred Stock ("4.40% Series") $ 70.51 4.60% Series Preferred Stock ("4.60% Series") $ 73.72 5.95% Series Preferred Stock ("5.95% Series") $103.93 6.05% Series Preferred Stock ("6.05% Series") $104.37 6.125% Series Preferred Stock ("6.125% Series") $103.68 6.15% Series Preferred Stock ("6.15% Series") $104.72 6.33% Series Preferred Stock ("6.33% Series") $104.63 6.75% Series Preferred Stock ("6.75% Series") $109.17 (collectively, the "Shares"; and each of the 4 1/2% Preferred Stock and series of Series Preferred Stock, a "Series of Preferred"), net to the undersigned in cash. This will instruct you to tender to Resources the number of shares of each Series of Preferred indicated below (or, if no number is indicated below, all shares of such Series of Preferred) which are held by you for the account of the undersigned, upon the terms and subject to the conditions of the Offer. 3 - ------------------------------------------------------------------------------- (Check only one*) [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** [_] Number of ______ Preferred to be Tendered: _________________ Shares** Dated:______________________________________________________, 1997 - ------------------------------------------------------------------------------- SIGN HERE Signature(a): -------------------------------------------------------------- Name(s): -------------------------------------------------------------- Address: -------------------------------------------------------------- Social Security or Taxpayer ID No.: ---------------------------------------- - ---------------------------------------------------------------------------- * A separate instruction must be completed for each Series of Preferred tendered. ** Unless otherwise indicated, it will be assumed that all Shares of such Series of Preferred held by us for your account are to be tendered. 4 Please designate in the box below any Soliciting Dealer who solicited your tender. - ------------------------------------------------------------------------------- SOLICITED TENDERS The undersigned represents that the Soliciting Dealer who solicited and obtained this tender is: Name of Firm: --------------------------------------------------------------- (Please Print) Name of Individual Broker or Financial Consultant: ------------------------- Identification Number (if known): ------------------------------------------- Address: ------------------------------------------------------------------- - ----------------------------------------------------------------------------- (Include Zip Code) 5 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 3.35% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share To be Completed To be Completed by the To be Completed by the Only by Soliciting Dealer Soliciting Dealer Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total __________ ________________________________ __________ Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share To be Completed To be Completed by the To be Completed by the Only by Soliciting Dealer Soliciting Dealer Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------- ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ================================ ==========
- ----------------- * Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 6 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 4.40% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ================================ ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ================================ ========== - -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 7 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 4.60% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share
To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------- ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ========== - -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 8 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 5.95% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ============================== ==========
* Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 9 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 6.05% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------- ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ==========
- ----------------- * Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 10 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 6.125% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ _____________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total =========== ============================== ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ________________________________ __________ Beneficial Owner No. 2 __________ ________________________________ __________ Beneficial Owner No. 3 __________ ________________________________ __________ Beneficial Owner No. 4 __________ ________________________________ __________ Beneficial Owner No. 5 __________ ________________________________ __________ Total ========== ================================ ========== - -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 11 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 6.15% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------- ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ==========
- ----------------- * Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 12 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 6.33% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 ______________________ ________________________________ __________ Beneficial Owner No. 2 ______________________ ________________________________ __________ Beneficial Owner No. 3 ______________________ ________________________________ __________ Beneficial Owner No. 4 ______________________ ________________________________ __________ Beneficial Owner No. 5 ______________________ ________________________________ __________ Total ====================== ================================ ========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share To be Completed by the To be Completed by the To be Completed Soliciting Dealer Soliciting Dealer Only by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 ______________________ ________________________________ __________ Beneficial Owner No. 2 ______________________ ________________________________ __________ Beneficial Owner No. 3 ______________________ ________________________________ __________ Beneficial Owner No. 4 ______________________ ________________________________ __________ Beneficial Owner No. 5 ______________________ ________________________________ __________ Total ====================== ================================ ==========
- ----------------- * Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 13 NOTICE OF SOLICITED TENDERS List below the number of Shares tendered by each beneficial owner whose tender you have solicited. All Shares beneficially owned by a beneficial owner, whether in one account or several, and in however many capacities, must be aggregated for purposes of completing the tables below. Any questions as to what constitutes beneficial ownership should be directed to the Information Agent. If the space below is inadequate, list the Shares on a separate signed schedule and affix the list to this Notice of Solicited Tenders. Please do not complete the sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY." ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER (800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE. SOLICITED TENDERS OF 6.75% SERIES NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== =========== Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share To be Completed by the To be Completed by the To be Completed Only Soliciting Dealer Soliciting Dealer by Depositary Number of Shares VOI Ticket DTC Participant Beneficial Owners Tendered Number* Number ----------------- -------- ------ ------ Beneficial Owner No. 1 __________ ______________________________ __________ Beneficial Owner No. 2 __________ ______________________________ __________ Beneficial Owner No. 3 __________ ______________________________ __________ Beneficial Owner No. 4 __________ ______________________________ __________ Beneficial Owner No. 5 __________ ______________________________ __________ Total ========== ============================== ==========
- ----------------- * Complete if Shares delivered by book-entry transfer. Please submit a separate VOI Ticket for Shares tendered when the solicitation fee is to be directed to another Soliciting Dealer. At the time of tendering Shares in book-entry form, please indicate your request for solicitation fees in the comments field. 14 The undersigned hereby confirms that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offer to Purchase (unless the undersigned is not being compensated for such solicitation); (iii) in soliciting tenders of Shares, it has used no soliciting materials other than those furnished by Resources; and (iv) if it is a foreign broker or dealer not eligible for membership in the NASD, it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations outside the United States to the same extent as though it were an NASD member. - --------------------------- (Name of Firm) - --------------------------- (Authorized Signature) - ---------------------------- (Area Code and Telephone Number) - ---------------------------- (Address) - ---------------------------- (City, State, Zip Code) - ---------------------------- (Attention) Date:_______________________ DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 15 EX-99.A(6) 7 CHAIRMAN'S LETTER TO STOCKHOLDERS Exhibit 99(a)(6) PP&L Resources, Inc. - ---------------------------------------------------------------- Two North Ninth Street . Allentown, PA 18101-1179 . 610/774-5151 William F. Hecht Chairman, President and Chief Executive Officer March 3, 1997 Dear Shareowners of Preferred Stock of Pennsylvania Power & Light Company: Re: Tender Offer for All of PP&L's Preferred Stock ---------------------------------------------- PP&L Resources, Inc. is offering to purchase any and all shares of the 4 1/2% Preferred Stock and each series of Series Preferred Stock of Pennsylvania Power & Light Company at the applicable price set forth in the enclosed Offer to Purchase. This offer gives you the opportunity to sell your shares of 4 1/2% Preferred Stock and Series Preferred Stock at a price which PP&L Resources, Inc. believes to be a premium over the market price and without the usual transaction costs associated with a market sale. All of the shares of 4 1/2% Preferred Stock and Series Preferred Stock that are properly tendered in accordance with the terms and conditions set forth in the enclosed Offer to Purchase and the applicable Letter of Transmittal will be purchased in cash at the applicable price. The offer is explained in detail in the enclosed Offer to Purchase and applicable Letter of Transmittal. A separate Letter of Transmittal has been prepared for the 4 1/2% Preferred Stock and for each series of Series Preferred Stock (each a "Series of Preferred") and only the applicable Letter of Transmittal may be used to tender shares for that Series of Preferred. If you want to tender your shares, the instructions on how to tender shares are in the enclosed materials. I encourage you to read carefully these materials before making any decision with respect to the offer. The offer for shares of one Series of Preferred is independent of the offer for shares of any other Series of Preferred. PP&L Resources, Inc., Pennsylvania Power & Light Company, their Boards of Directors and their executive officers make no recommendation to any shareowner as to whether to tender any of all shares of any Series of Preferred pursuant to the offer. Shareowners must make their own decisions as to whether to tender shares of any Series of Preferred pursuant to the offer and, if so, how many shares to tender. If you do not wish to participate in the offer, you do not need to take any action. Sincerely, /s/ W.F. Hecht W.F. Hecht Enclosures EX-99.A(7) 8 PP&L PRESS RELEASE Exhibit 99(a)(7) PP&L Resources Announces It Will Commence Offers to Purchase All Outstanding Shares of Preferred Stock of Pennsylvania Power & Light Company ------------------------------------- ALLENTOWN, Pennsylvania, February 28, 1997 -- PP&L Resources, Inc. (NYSE: PPL) announced today (2/28) that on Monday, March 3, it will commence offers to purchase any and all of the outstanding shares of Preferred Stock of its utility subsidiary, Pennsylvania Power & Light Company, at the prices indicated below for such shares: Purchase Price Per Share -------------- 4 1/2% Preferred Stock $ 80.00 3.35% Series Preferred Stock $ 52.02 4.40% Series Preferred Stock $ 70.51 4.60% Series Preferred Stock $ 73.72 5.95% Series Preferred Stock $103.93 6.05% Series Preferred Stock $104.37 6.125% Series Preferred Stock $104.72 6.15% Series Preferred Stock $103.68 6.33% Series Preferred Stock $104.63 6.75% Series Preferred Stock $109.17 Each of the offers is independent and is not conditioned upon a minimum number of shares being tendered. Each offer is being made only by means of, and is subject to, certain other terms and conditions as set forth in the Offer to Purchase dated March 3, 1997 and the related Letter of Transmittal. The offer and withdrawal rights for the 4 1/2% preferred stock and each series of series preferred stock will expire at 12:00 midnight, New York City time, on Friday, April 4, 1997, unless the offer for such series is extended. Holders of record on March 10, 1997 of tendered shares will be entitled to the regular quarter dividend payable on April 1, 1997 irrespective of when they tender their shares. Holders of shares purchased pursuant to the offer will not be entitled to any dividends in respect of any later dividend periods. The Dealer Manager for the offer is Merrill Lynch & Co. and the Depositary for the tendered shares is Norwest Bank Minnesota, N.A. Questions or requests for assistance may be directed to Georgeson & Company, Inc., the Information Agent, at 800/223-2064 or Merrill Lynch & Co. at 888/ML4-TNDR (888/654-8637). This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The offers are made solely by the Offer to Purchase, dated March 3, 1997, and are not being made to (nor will tenders be accepted from or on behalf of) holders of shares residing in any jurisdiction in which the making of the offers or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction, the securities 2 laws of which require the offers to be made by a licensed broker or dealer, the offers shall be deemed made on behalf of PP&L Resources by one or more brokers or dealers licensed under the laws of such jurisdiction. PP&L Resources, Inc., based in Allentown, Pa., is the parent company of Pennsylvania Power & Light Company Co., Power Markets Development Co. and Spectrum Energy Services Corp. Pennsylvania Power & Light supplies electricity to a 10,000- square-mile area of 29 countries in Central Eastern Pennsylvania. Among the communities is serves are Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and Williamsport. EX-99.A(8) 9 FORM OF SUMMARY ADVERTISEMENT Exhibit 99(a)(8) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is made solely by the Offer to Purchase dated March 3, 1997 and the related Letter of Transmittal, and is being made to all Shareowners. Resources is not aware of any jurisdiction where the making of an Offer or the tender of Shares is not in compliance with any applicable law. If Resources becomes aware of any jurisdiction where the making of the Offer or the tender of Shares is not in compliance with any applicable law, Resources will make a good faith effort to comply with such law. If, after such good faith effort, Resources cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the owners of Shares residing in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Resources by Merrill Lynch & Co. or one or more registered brokers or dealers under the laws of such jurisdiction. PP&L Resources, Inc. Notice of Offer to Purchase for Cash Any and All Outstanding Shares of Preferred Stock of Pennsylvania Power & Light Company 4 1/2% Preferred Stock at a Purchase Price of $80.00 Per Share (CUSIP No. 709051-40-3) 3.35% Series Preferred Stock at a Purchase Price of $52.02 Per Share (CUSIP No. 709051-20-5) 4.40% Series Preferred Stock at a Purchase Price of $70.51 Per Share (CUSIP No. 709051-30-4) 4.60% Series Preferred Stock at a Purchase Price of $73.72 Per Share (CUSIP No. 709051-50-2) 5.95% Series Preferred Stock at a Purchase Price of $103.93 Per Share (CUSIP No. 709051-66-8) 6.05% Series Preferred Stock at a Purchase Price of $104.37 Per Share (CUSIP No. 709051-65-0) 6.125% Series Preferred Stock at a Purchase Price of $103.68 Per Share (CUSIP No. 709051-68-4) 6.15% Series Preferred Stock at a Purchase Price of $104.72 Per Share (CUSIP No. 709051-64-3) 6.33% Series Preferred Stock at a Purchase Price of $104.63 Per Share (CUSIP No. 709051-69-2) 6.75% Series Preferred Stock at a Purchase Price of $109.17 Per Share (CUSIP No. 709051-67-6) PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), invites the holders ("Shareowners") of the 4 1/2% Preferred Stock and each series of Series Preferred Stock listed above (each of the 4 1/2% Preferred Stock and Series Preferred Stock, a "Series of Preferred"; and collectively, the "Preferred Stock") of Pennsylvania Power & Light Company, a Pennsylvania corporation and direct subsidiary of Resources ("PP&L" and together with Resources, the "Companies") to tender any and all of their shares of Preferred Stock ("Shares") for purchase at the price per Share listed above for the Shares tendered, in each case net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 3, 1997 and in the related Letter of Transmittal (which together constitute the "Offer") with respect to the applicable Preferred Stock. - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF PREFERRED. - -------------------------------------------------------------------------------- The Offer for one Series of Preferred is independent of the Offer for any other Series of Preferred. The Offer for a Series of Preferred is not conditioned upon any minimum number of shares of the applicable Series of Preferred being tendered. The Offer, however, is subject to certain other conditions. See "Certain Conditions of the Offer" in the Offer to Purchase. Any Shareowner desiring to accept the Offer and tender any or all of his or her Shares should (i) request his or her broker, dealer, commercial bank, trust company or nominee to effect the transaction for him or her, (ii) complete and sign the Letter of Transmittal in accordance with the instructions in such Letter of Transmittal, mail or deliver it by hand, together with any other required documents, to Norwest Bank Minnesota, N.A. (the "Depositary"), and deliver the certificates for such Shares to the Depositary, along with the Letter of Transmittal, or tender such Shares pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase under "Procedures for Tendering Shares," or (iii) follow the procedures for guaranteed delivery summarized below and set forth in the Offer to Purchase under "Procedures for Tendering Shares--Guaranteed Delivery Procedures," on or prior to the Expiration Date (set forth above). Shareowners whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or nominee must contact such broker, dealer, commercial bank, trust company or nominee if he or she desires to tender such Shares. Shareowners who desire to tender Shares and whose certificates for such Shares are not available immediately, or who cannot comply in a timely manner with the procedures for book-entry transfer, should tender such Shares by following the procedures for guaranteed delivery set forth in the Offer to Purchase under "Procedures for Tendering Shares." Resources will pay to each soliciting dealer a solicitation fee for Shares tendered, accepted for payment and paid pursuant to the Offer. See "Fees And Expenses" in the Offer to Purchase. EACH SERIES OF PREFERRED STOCK HAS ITS OWN LETTER OF TRANSMITTAL, AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR SUCH SERIES OF PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES OF PREFERRED. THE COMPANIES, THEIR BOARDS OF DIRECTORS, AND THEIR EXECUTIVE OFFICERS MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER. The Offer to Purchase is first being mailed on or about March 3, 1997 and is being sent to all persons in whose names Shares are registered on the books of PP&L as of the close of business on February 24, 1997. The information required to be disclosed by Rule 13e-3(e)(1) and Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Offer to Purchase and the related Letter of Transmittal contain important information which should be read before any decision is made with respect to the Offer. Questions and requests for assistance or for copies of the Offer to Purchase, the related Letter of Transmittal, and other tender offer materials may be directed to the Information Agent or the Dealer Manager as set forth below, and copies will be furnished promptly at Resources' expense. The Information Agent for the Offer is: GEORGESON & COMPANY INC. -------------- Wall Street Plaza New York, New York 10005 Banks and Brokers call collect: (212) 440-9800 Call Toll-Free: 1-800-223-2064 The Dealer Manager for the Offer is: Merrill Lynch & Co. World Financial Center 250 Vesey Street New York, New York 10281 1-888-ML4-TNDR (Toll-free) (1-888-654-8637 (Toll-free) Susan L. Weinberg March 3, 1997 EX-99.A(9) 10 W-9 GUIDELINES FOR CERTIFICATION OF TAX PAYEE IDENT GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 Section references are to the Internal Revenue Code. Purpose of Form.--A person who is required to file an information return with the IRS must obtain your correct TIN to report income paid to you, real estate transactions, mortgage interest you paid, the acquisition or abandonment of secured property or contributions you made to an IRA. Use Form W-9 to furnish your correct TIN to the requester (the person asking you to furnish your TIN) and, when applicable, (1) to certify that the TIN you are furnishing is correct (or that you are waiting for a number to be issued), (2) to certify that you are not subject to backup withholding, and (3) to claim exemption from backup withholding if you are an exempt payee. Furnishing your correct TIN and making the appropriate certifications will prevent certain payments from being subject to backup withholding. Note: If a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form. How to Obtain a TIN.--If you do not have a TIN, apply for one immediately. To apply, get Form SS-5, Application for a Social Security Card (for individuals), from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from your local IRS office. To complete Form W-9 if you do not have a TIN, write "Applied for" in the space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign and date the form, and give it to the requester. Generally, you must obtain a TIN and furnish it to the requester by the time of payment. If the requester does not receive your TIN by the time of payment, backup withholding, if applicable, will begin and continue until you furnish your TIN to the requester. Note: Writing "Applied for" (or checking box 2 of the Substitute Form W-9) on the form means that you have already applied for a TIN or that you intend to apply for one in the near future. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the requester. What is Backup Withholding?--Persons making certain payments to you after 1992 are required to withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding". Payments that could be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee compensation and certain payments from fishing boat operators, but do not include real estate transactions. If you give the requester your correct TIN, make the appropriate certifications, and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. The IRS notifies the requester that you furnished an incorrect TIN, or 3. You are notified by the IRS that you are subject to backup withholding because you failed to report all your interest and dividends on your tax return (for reportable interest and dividends only), or 4. You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or 5. You do not certify your TIN. This applies only to reportable interest, dividend, broker or barter exchange accounts opened after 1983, or broker accounts considered inactive in 1983. Except as explained in 5 above, other reportable payments are subject to backup withholding only if 1 or 2 above applies. Certain payees and payments are exempt from backup withholding and information reporting. See Payees and Payments Exempt From Backup Withholding, below, and Example Payees and Payments under Specific Instructions, below, if you are an exempt payee. Payees and Payments Exempt From Backup Withholding.--The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends and payments by certain fishing boat operations. (1) A corporation. (2) An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies, or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividend and patronage dividends generally not subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident partner. . Payments of patronage dividends not paid in money. . Payments made by certain foreign organizations. Payments of interest generally not subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct TIN to the payer. 2 . Payments of tax-exempt interest (including exempt-interest dividends under section 852). . Payments described in section 6049(b)(5) to nonresident aliens. . Payment on tax-free covenant bonds under section 1451. . Payments made by certain foreign organizations. . Mortgage interest paid by you. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations. Penalties Failure to Furnish TIN.--If you fail to furnish your correct TIN to a requester, you will be subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil Penalty for False Information With Respect to Withholding.--If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal Penalty for Falsifying Information.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs.--If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. Special Instructions Name.--If you are an individual, you must generally provide the name shown on your Social Security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your Social Security card, and your new last name. If you are a sole proprietor, you must furnish your individual name and either the SSN or EIN. You may also enter your business name or "doing business as" name on the business name line. Enter your name(s) as shown on your Social Security card and/or as it was used to apply for your EIN on Form SS-4. Signing the Certification. 1. Interest, Dividend, Broker and Barter Exchange Accounts Opened Before 1984 and Broker Accounts Considered Active During 1983. You are required to furnish your correct TIN, but you are not required to sign the certification. 2. Interest, Dividend, Broker and Barter Exchange Accounts Opened After 1983 And Broker Accounts Considered Inactive During 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real Estate Transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other Payments. You are required to furnish your correct TIN, but you are not required to sign the certification unless you have been notified of an incorrect TIN. Other payments include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services, payments to a nonemployee for services (including attorney and accounting fees) and payments to certain fishing boat crew members. 5. Mortgage Interest Paid by You, Acquisition or Abandonment of Secured Property or IRA Contributions. You are required to furnish your correct TIN, but you are not required to sign the certification. 6. Exempt Payees and Payments. If you are exempt from backup withholding, you should complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part 1, write "EXEMPT" in the block in Part II, and sign and date the form. If you are a nonresident alien or foreign entity not subject to backup withholding, give the requester a complete Form W-8, Certificate of Foreign Status. 7. Tin "Applied For." Follow the instructions under How To Obtain a TIN on page 1, and sign and date this form. Signature.--For a joint account, only the person whose TIN is shown in Part I should sign. Privacy Act Notice.--Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply. 3 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 What Name and Number To Give the Requester ================================================================================ For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint The actual owner of the account or account) if combined funds, the first individual on the account (1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor-trustee(1) trust (grantor is also trustee) b. So-called trust account that The actual owner(1) is not a legal or valid trust under state law 5. Sole Proprietorship The owner(3) 6. Sole proprietorship The owner(3) 7. A valid trust, estate or pension Legal entity(4) trust 8. Corporate The corporation 9. Association, club, religious, The organization charitable, educational or other tax-exempt organization 10. Partnership The partnership 11. A broker or registered nominee The broker or nominee 12. Account with the Department The public entity of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agriculture program payments. - -------------------------------------------------------------------------------- (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's SSN. (3) Show your individual name. You may also enter your business name. You may use your SSN or EIN. (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title). NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. EX-99.G(2) 11 RESOLUTIONS OF THE BOARD OF DIRECTORS OF PP&L Exhibit 99(g)(2) RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF PP&L RESOURCES, INC. ON JANUARY 22, 1997 AUTHORIZING JOHN R. BIGGAR, VICE PRESIDENT-FINANCE OF PENNSYLVANIA POWER AND LIGHT COMPANY, TO EXECUTE SCHEDULE 13E-3 AND SCHEDULE 13E-4 ON BEHALF OF PP&L RESOURCES, INC. RESOLVED, That the Senior Vice President-Financial of this Company, the Treasurer of this Company, and the Vice President-Finance of Pennsylvania Power & Light Company, are hereby authorized and directed to take any and all actions as they may deem necessary or advisable on behalf of this Company to offer to purchase, pursuant to a tender offer (the, "Tender Offer"), any or all outstanding shares of the 4 1/2% Preferred Stock and the Series Preferred Stock of Pennsylvania Power & Light Company (collectively, the "Preferred Stock"), and further .... RESOLVED, That the proper officers of this Company and of Pennsylvania Power & Light Company are hereby authorized, in the Company's name and behalf, to execute and file with the Securities and Exchange Commission (the "Commission") a Schedule 13E-3 and/or a Schedule 13E-4 with respect to the Tender Offer and to file all exhibits, amendments or supplements to such Schedule which such officers consider necessary or advisable, the filing of any such documents conclusively to evidence the due authorization thereof by the Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----