-----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, GRhk7pqkcRtZbyELrln1EhL0nObIJ3I+qp+Mz9X685D+Mi/bfZO6wycfotqF+pIq NwzuB1vSsqGjaHhCqGCV/w== 0000950123-04-000117.txt : 20040107 0000950123-04-000117.hdr.sgml : 20040107 20040107170234 ACCESSION NUMBER: 0000950123-04-000117 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PPL CORP CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52861 FILM NUMBER: 04513680 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 181011179 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PPL CORP CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 181011179 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FORMER COMPANY: FORMER CONFORMED NAME: PP&L RESOURCES INC DATE OF NAME CHANGE: 19941123 SC TO-I/A 1 y93057a3sctoviza.txt AMNENDMENT #3 TO SCHEDULE TO-I As filed with the Securities and Exchange Commission on January 7, 2004. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ---------------- PPL CORPORATION (Name of Subject Company (issuer)) PPL CORPORATION (Name of Filing Person (offeror)) 7-3/4% PREMIUM EQUITY PARTICIPATING SECURITY UNITS (Title of Class of Securities) 69352F204 (CUSIP Number of Class of Securities) JAMES E. ABEL, VICE PRESIDENT -- FINANCE AND TREASURER PPL CORPORATION TWO NORTH NINTH STREET ALLENTOWN, PENNSYLVANIA 18101-1179 (610) 774-5151 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) ---------------- Copy to: VINCENT PAGANO, JR., ESQ. SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 455-2000 ---------------- CALCULATION OF FILING FEE ================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $572,500,000(a) $46,316 ================================================================================ (a) Estimated solely for the purpose of determining the registration fee, and calculated as the aggregate stated amount of 22,900,000 7-3/4% Premium Equity Participating Security Units. The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $80.90 for each $1,000,000 of the value of the transaction. [X] 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: $46,316 Filing Party: PPL Corporation Form or Registration No.: Form S-4 (333-108450) Date Filed: September 3, 2003
[ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [ ] third party tender offer subject [ ] going-private transaction subject to to Rule 14d-1 Rule 13e-3 [X] issuer tender offer subject to [ ] amendment to Schedule 13D under Rule 13e-4 Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] ================================================================================ This Amendment No. 3 amends and supplements the Issuer Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 18, 2003 (as amended and supplemented, the "Schedule TO") relating to an offer by PPL Corporation, a Pennsylvania corporation (the "Company"), to exchange up to 22,900,000 outstanding 7-3/4% Premium Equity Participating Security Units (PEPS(SM)) (the "Outstanding PEPS Units") of the Company for 7-3/4% Premium Equity Participating Security Units (PEPS(SM)), Series B, plus a cash payment of $0.375 for each validly tendered and accepted Outstanding PEPS Unit, upon the terms and subject to the conditions contained in the preliminary prospectus, as amended (the "Preliminary Prospectus"), and the related Letter of Transmittal, which are parts of the Company's Registration Statement on Form S-4, as amended (File No. 333-108450) (the "Registration Statement") and are incorporated herein by reference. ITEMS 1-11. The information in the Preliminary Prospectus and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of this Issuer Tender Offer Statement on Schedule TO. ITEM 12. EXHIBITS. Items 12 is hereby amended and supplemented to add the following exhibits:
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(i) Preliminary Prospectus, dated January 6, 2004 (incorporated by reference to the Registration Statement). (g) Form of Instructions for Soliciting Dealers
2 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. PPL CORPORATION By: /s/ James E. Abel ------------------------------------ Name: James E. Abel Title: Vice President -- Finance and Treasurer Dated: January 7, 2004 3 EX-99.G 3 y93057a3exv99wg.txt FORM OF INSTRUCTIONS FOR SOLICITING DEALERS EXHIBIT (G) INSTRUCTIONS FOR SOLICITING DEALERS Offer to Exchange 7-3/4% PEPS(SM) UNITS, SERIES B AND A CASH PAYMENT for 7-3/4% PEPS(SM) UNITS of PPL CORPORATION January 7, 2004 Ladies and Gentlemen: PPL Corporation, a Pennsylvania corporation ("PPL"), is offering to exchange 7-3/4% Premium Equity Participation Security Units (PEPS(SM) Units), Series B, referred to herein as the New PEPS Units, plus a cash payment of $0.375 for each validly tendered and accepted 7-3/4% Premium Equity Participation Security Units (PEPS(SM) Units), referred to herein as the Outstanding PEPS Units, on the terms and subject to the conditions set forth in the S-4/A of PPL filed with the Securities Exchange Commission on January 6, 2004 (as it may be amended or supplemented from time to time, the "PROSPECTUS"), and the related letter of transmittal (the "LETTER OF TRANSMITTAL"). Such offer to exchange New PEPS Units for Outstanding PEPS is referred to herein as the "OFFER". All capitalized terms used but not defined shall have the meanings ascribed to such terms in the Prospectus. Morgan Stanley & Co., Incorporated, as dealer manager for the Offer (the "DEALER MANAGER"), has entered into a Dealer Manager Agreement dated as of November 17, 2003 (the "DEALER MANAGER AGREEMENT") with PPL and PPL Capital Funding Inc., pursuant to which it has agreed as Dealer Manager (A) to select and engage, in its sole discretion, securities dealers on behalf of PPL ("SOLICITING DEALERS") to solicit tenders from Retail Holders (as defined below) of Outstanding PEPS Units sought to be exchanged by PPL and (B) to pay a fee on PPL's behalf to any such Soliciting Dealer equal to the product of (i) 0.25% and (ii) the aggregate total stated amount of Outstanding PEPS Units exchanged in the Offer whose tender, in the Dealer Manager's sole judgment, was solicited from a Retail Holder by such Soliciting Dealer (such amount, a "SOLICITING DEALER FEE"). Only one Soliciting Dealer shall be entitled to receive a Soliciting Dealer Fee for each Outstanding PEPS Unit exchanged in the Offer that is owned by a Retail Holder. IN ADDITION, ONLY THE SOLICITING DEALER THAT ACTUALLY TENDERS OUTSTANDING PEPS UNITS ON BEHALF OF A RETAIL HOLDER WILL BE ENTITLED TO THE SOLICITING DEALER FEE. THE DEALER MANAGER WILL DETERMINE, IN ITS SOLE DISCRETION, THE SOLICITING DEALERS ENTITLED TO RECEIVE SOLICITING DEALER FEES. As used herein, "RETAIL HOLDER" means any beneficial owner of Outstanding PEPS Units who, in the Dealer Manager's sole discretion, is not a person identified in Rule 13d-1(b)(1)(ii) under the Securities Exchange Act of 1934, as amended, at the time of such tender. In order to be entitled to receive a Soliciting Dealer Fee, a Soliciting Dealer must submit to the Dealer Manager a completed, duly executed Application for Soliciting Dealer Fee attached as Annex A hereto prior to 5:00 p.m. New York City time on the expiration date of the Offer. Soliciting Dealer Fees will be paid to eligible Soliciting Dealers on the Exchange Date for the Offer. 2 ANNEX A APPLICATION FOR SOLICITING DEALER FEE Offer to Exchange 7-3/4% PEPS(SM) UNITS, SERIES B AND A CASH PAYMENT for 7-3/4% PEPS(SM) UNITS of PPL CORPORATION In order to be eligible to be paid the Soliciting Dealer Fee for Outstanding PEPS Units held in nominee name tendered by a Soliciting Dealer on behalf of a customer who is the beneficial owner of such Outstanding PEPS Units, this Application must be duly executed, properly dated and returned to the Dealer Manager prior to 5:00 p.m. New York City time on the expiration date of the Offer. This application is qualified in its entirety by (i) the Instructions that form a part of the Letter of Transmittal and (ii) the terms of the Instructions for Soliciting Dealers relating to the above-captioned exchange offer dated January 7, 2004 ("INSTRUCTIONS FOR SOLICITING DEALERS"). All capitalized terms used but not defined shall have the meanings ascribed to such terms in the Instructions for Soliciting Dealers. 1. REPRESENTATIONS OF SOLICITING DEALER The undersigned hereby represents and warrants to the Dealer Manager that: (a) All beneficial holders identified in Section 6 below are Retail Holders; (b) No portion of any Soliciting Dealer Fee shall be paid to any beneficial owner of any Outstanding PEPS Unit; (c) No tender of any Outstanding PEPS Unit was solicited in contravention of the federal securities laws of the United States or the securities laws of any state or subdivision thereof; (d) In executing this Application we have relied upon the Prospectus, the Letter of Transmittal and the Instructions for Soliciting Dealers and upon not other representations whatsoever, written or oral; (e) We are (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or (ii) a foreign broker or dealer not eligible for membership in the NASD, in which case we agree that we will not 3 solicit tenders of Outstanding PEPS Units within the United States, its territories or possessions or from persons who are nationals or residents therein, and in either case agree that in acting under this Application we will conform to the Conduct Rules of the NASD in soliciting tenders of Outstanding PEPS Units pursuant to the Offer. 2. ACKNOWLEDGMENTS (a) We hereby acknowledge that the Dealer Manager shall have the sole discretion to determine whether a Soliciting Dealer is entitled to receive a Soliciting Dealer Fee in connection with the Offer, and we agree to provide to the Dealer Manager such further documentation as the Dealer Manager may reasonably request in order for the Dealer Manager to make such determination. (b) We hereby acknowledge receipt of the Prospectus, the Letter of Transmittal and the Instructions for Soliciting Dealers. 3. AGREEMENT TO DELIVER DOCUMENTS We hereby agree to deliver (a) to each person from whom we solicit tenders, copies of the preliminary prospectus relating to the Offer dated November 17, 2003, and each amendment or supplement thereto, and the Letter of Transmittal and (b) to each person who deposits Outstanding PEPS Units accompanied by a Letter of Transmittal in which, to our knowledge, our name has been inserted, the preliminary prospectus relating to the Offer dated November 17, 2003, and each amendment or supplement thereto prior to the deposit of such person's Outstanding PEPS Units, unless such person shall previously have received such materials. 4. LIMITATIONS ON AUTHORITY We hereby agree that we have not been and are not authorized by any of PPL, PPL Capital Funding, Inc. or the Dealer Manager to give any information or to make any representations in connection with the Offer other than those contained in the Prospectus and other authorized solicitation material furnished by PPL through the Dealer Manager. We hereby agree that we have not been and are not authorized to act in any way as agent of either PPL, PPL Capital Funding, Inc. or the Dealer Manager and we hereby represent that we have not purported to act as such agent. 5. PAYMENT REQUEST Voluntary Offering Instruction Number (VOI)______________________ Number of Shares Tendered _______________ Date Tendered__________ 4 Participant No. ______________ Participant Name__________________ Payment Instructions: Name of Firm_____________________________________________________ (Please Print) Contact Name_____________________________________________________ Address__________________________________________________________ City/State/Zip Code______________________________________________ Telephone Number (_____) _______________________ 6. BENEFICIAL OWNER INFORMATION Below is the name of each beneficial owner, their account number and the number of Outstanding PEPS Units tendered by such beneficial owner whose tender of Outstanding PEPS Units was solicited by us:
NAME/ACCOUNT NO. OF NUMBER OF OUTSTANDING NAME/ACCOUNT NO. OF NUMBER OF OUTSTANDING BENEFICIAL OWNER PEPS UNITS TENDERED BENEFICIAL OWNER PEPS UNITS TENDERED _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ (Attach additional list if necessary)
5 We hereby confirm to the Dealer Manager our acceptance of the terms and conditions of the foregoing letter and the truth and accuracy of each representation, warranty and acknowledgment set forth therein. Very Truly Yours, ---------------------------------------- Firm Name By: ------------------------------------- Authorized Signature ---------------------------------------- Address Dated: ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----