Commonwealth of Pennsylvania (State or other jurisdiction of incorporation or organization) |
23-2758192 (I.R.S. Employer Identification Number) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||
maximum | maximum | Amount of | ||||||||||||
Amount | offering price | aggregate | registration | |||||||||||
Title of securities to be registered | to be registered(1) | per share(2) | offering price(2) | fee(2) | ||||||||||
Common Stock, $0.01 par value per
share |
250,000 shares(2) | $ 27.49 | $ 6,872,500 | $ 797.90 | ||||||||||
(1) | In addition to the shares set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), the number of shares registered includes an indeterminable number of shares of common stock issuable under the Directors Deferred Compensation Plan, as this amount may be adjusted as a result of stock splits, stock dividends and antidilution provisions. | |
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. |
||
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act. The proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of the registration fee have been computed on the basis of the average of the high and low prices per share of the common stock on the New York Stock Exchange on July 19, 2011. |
Item 5. | Interests of Named Experts and Counsel. |
Item 8. | Exhibits. |
Exhibit | ||
Number | Description of Exhibit | |
4.1
|
Amended and Restated Articles of Incorporation of PPL Corporation, effective May 21, 2008 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 21, 2008) | |
4.2
|
Amended and Restated Bylaws of PPL Corporation, effective May 19, 2010 (Exhibit 99.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2010) | |
4.3
|
Form of Common Stock Certificate (Exhibit 4.1 to PPL Corporations Registration Statements on Form S-3ASR (File Nos. 333-158200, 333-158200-01, 333-158200-02 and 333-158200-03)) | |
5.1
|
Opinion of Frederick C. Paine, Esq., with respect to legality of securities being registered hereunder | |
5.2
|
Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of PricewaterhouseCoopers LLP | |
23.3
|
Consent of Frederick C. Paine, Esq. (reference is made to Exhibit 5.1 filed herewith) | |
23.4
|
Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5.2 filed herewith) | |
24.1
|
Power of Attorney |
II-1
PPL CORPORATION |
||||
By: | /s/ James H. Miller | |||
James H. Miller | ||||
Chairman, President & Chief Executive Officer |
||||
Signature | Title | |
/s/ James H. Miller
|
Chairman, President and Chief Executive
Officer (Principal Executive Officer and Director) |
|
/s/ Paul A. Farr
|
Executive Vice President and Chief Financial
Officer (Principal Financial Officer) |
|
/s/ Vincent Sorgi
|
Vice President and Controller
(Principal Accounting Officer) |
|
*
|
Director | |
*
|
Director | |
*
|
Director | |
*
|
Director | |
*
|
Director | |
*
|
Director | |
*
|
Director | |
*
|
Director | |
Craig A. Rogerson |
||
*
|
Director | |
*
|
Director |
* By: | /s/ James H. Miller | |||
James H. Miller, Attorney-in-Fact | ||||
DIRECTORS DEFERRED COMPENSATION PLAN |
||||
By: | Employee Benefit Plan Board, Plan Administrator |
|||
By: | /s/ Dale M. Kleppinger | |||
Dale M. Kleppinger | ||||
Exhibit | ||
Number | Description of Exhibit | |
4.1
|
Amended and Restated Articles of Incorporation of PPL Corporation, effective May 21, 2008 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 21, 2008) | |
4.2
|
Amended and Restated Bylaws of PPL Corporation, effective May 19, 2010 (Exhibit 99.1 to PPL Corporation Form 8-K Report (File No. 1-11459) dated May 24, 2010) | |
4.3
|
Form of Common Stock Certificate (Exhibit 4.1 to PPL Corporations Registration Statements on Form S-3ASR (File Nos. 333-158200, 333-158200-01, 333-158200-02 and 333-158200-03)) | |
5.1
|
Opinion of Frederick C. Paine, Esq., with respect to legality of securities being registered hereunder | |
5.2
|
Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of PricewaterhouseCoopers LLP | |
23.3
|
Consent of Frederick C. Paine, Esq. (reference is made to Exhibit 5.1 filed herewith) | |
23.4
|
Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5.2 filed herewith) | |
24.1
|
Power of Attorney |
Very truly yours, |
||||
/s/ Frederick C. Paine | ||||
Frederick C. Paine | ||||
July 20, 2011 |
Very truly yours, | ||
SIMPSON THACHER & BARTLETT LLP | ||
/s/ Simpson Thacher & Bartlett LLP |
/s/ Frederick M. Bernthal
|
/s/ Stuart Heydt
|
|||
/s/ John W. Conway
|
/s/ Venkata Rajamannar Madabhushi | |||
John W. Conway
|
Venkata Rajamannar Madabhushi | |||
/s/ Steven G. Elliott
|
/s/ James H. Miller | |||
Steven G. Elliott
|
James H. Miller | |||
/s/ Louise K. Goeser
|
/s/ Craig A. Rogerson | |||
Louise K. Goeser
|
Craig A. Rogerson | |||
/s/ Stuart E. Graham
|
/s/ Natica von Althann | |||
Stuart E. Graham
|
Natica von Althann | |||
/s/ Keith H. Williamson
|