-----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, GM0qJSTbbCCiK4VPHUZgFT40XsLRz4Em75TkI5U7pTjsKXNjzYzD0A3we+Ovm1u3 qI3YVihe9KOETQ2ux2UcPw== 0000950130-97-001130.txt : 19970324 0000950130-97-001130.hdr.sgml : 19970324 ACCESSION NUMBER: 0000950130-97-001130 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970321 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA POWER & LIGHT CO /PA CENTRAL INDEX KEY: 0000317187 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 230959590 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31572 FILM NUMBER: 97560506 BUSINESS ADDRESS: STREET 1: TWO N NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 2157745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101-1179 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PP&L RESOURCES INC CENTRAL INDEX KEY: 0000922224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 232758192 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: TWO NORTH NINTH ST CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 6107745151 MAIL ADDRESS: STREET 1: TWO NORTH NINTH ST STREET 2: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 181011179 SC 13E3/A 1 SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 1 PENNSYLVANIA POWER & LIGHT COMPANY (NAME OF ISSUER) PP&L RESOURCES, INC. (NAME OF PERSON FILING STATEMENT) 4 1/2% Preferred Stock 3.35% Series Preferred Stock 4.40% Series Preferred Stock 4.60% Series Preferred Stock 5.95% Series Preferred Stock 6.05% Series Preferred Stock 6.125% Series Preferred Stock 6.15% Series Preferred Stock 6.33% Series Preferred Stock, and 6.75% Series Preferred Stock (TITLE OF CLASS OF SECURITIES) (CUSIP No. 709051-40-3) (4 1/2% Preferred Stock) (CUSIP No. 709051-20-5) (3.35% Series Preferred Stock) (CUSIP No. 709051-30-4) (4.40% Series Preferred Stock) (CUSIP No. 709051-50-2) (4.60% Series Preferred Stock) (CUSIP No. 709051-66-8) (5.95% Series Preferred Stock) (CUSIP No. 709051-65-0) (6.05% Series Preferred Stock) (CUSIP No. 709051-68-4) (6.125% Series Preferred Stock) (CUSIP No. 709051-64-3) (6.15% Series Preferred Stock) (CUSIP No. 709051-69-2) (6.33% Series Preferred Stock) (CUSIP No. 709051-67-6) (6.75% Series Preferred Stock) (CUSIP NUMBER OF CLASS OF SECURITIES) John R. Biggar Vice President - Finance Pennsylvania Power & Light Company c/o PP&L Resources, Inc. Two North Ninth Street Allentown, Pennsylvania 18101 (Tel. No. 610-774-5151) (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) This statement is filed in connection with (check the appropriate box): Page 1 of 6 Pages a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3 (c) [Sec. 240.13e- 3(c)] under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Page 2 of 6 Pages CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE - ---------------------- -------------------- $465,471,815 $93,094 * Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(l) thereunder, the transaction value was calculated by multiplying 530,189 shares of 4 1/2% Preferred Stock by its purchase price of $80.00 per share, 41,783 shares of 3.35% Series Preferred Stock by its purchase price of $52.02 per share, 228,773 shares of 4.40% Series Preferred Stock by its purchase price of $70.51 per share, 63,000 shares of 4.60% Series Preferred Stock by its purchase price of $73.72 per share, 300,000 shares of 5.95% Series Preferred Stock by its purchase price of $103.93 per share, 250,000 shares of 6.05% Series Preferred Stock by its purchase price of $104.37 per share, 1,150,000 shares of 6.125% Series Preferred Stock by its purchase price of $103.68 per share, 250,000 shares of 6.15% Series Preferred Stock by its purchase price of $104.72 per share, 1,000,000 shares of 6.33% Series Preferred Stock by its purchase price of $104.63 per share, and 850,000 shares of 6.75% Series Preferred Stock by its purchase price of $109.17 per share, and adding all of those numbers together. /X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE, AND THE DATE OF ITS FILING. Amount Previously Paid: Filing Party: PP&L Resources, Inc. $93,094 Form or Registration No.: Date Filed: March 3, 1997 Schedule 13E-4 Page 3 of 6 Pages EXPLANATORY NOTE This Amendment No.1 amends and supplements the Statement on Schedule 13E-3 filed on March 3, 1997 by incorporating by reference the information contained in the letter dated March 21, 1997 and the letter dated March 21, 1997, copies of which are attached hereto as Exhibits (d)(10) and (d)(11), respectively. ITEM 9. Material to be Filed as Exhibits. Item 9 is hereby amended and supplemented to add the following: Exhibit No. Description - ------- ----------- (d)(10) Letter dated March 21, 1997. (d)(11) Letter dated March 21, 1997. Page 4 of 6 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 21, 1997 PP&L RESOURCES, INC. By: /s/John R. Biggar --------------------------------- Name: John R. Biggar Title: Vice President - Finance Pennsylvania Power & Light Company Page 5 of 6 Pages EXHIBITS -------- Exhibit No. Description ------- ----------- 99.(d)(10) Letter dated March 21, 1997. 99.(d)(11) Letter dated March 21, 1997. Page 6 of 6 Pages EX-99.D(10) 2 LETTER DATED MARCH 21, 1997 March 21, 1997 REMINDER -------- Dear Shareowners of Preferred Stock of Pennsylvania Power & Light Company: RE: TENDER OFFER FOR ALL OF PP&L'S PREFERRED STOCK ---------------------------------------------- Recently, you received information pertaining to the Tender Offer by PP&L Resources, Inc. for any and all outstanding shares of the following Preferred Stock of Pennsylvania Power & Light Company ("PP&L"): 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 6.75% Series Preferred Stock This offer gives you the opportunity to sell your shares 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. PLEASE BE AWARE THAT THE TENDER OFFER IS SET TO EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY TIME ON APRIL 4, 1997, UNLESS EXTENDED. If you wish to accept the offer and tender your shares, please complete and sign the applicable Letter of Transmittal and deliver it, together with the certificates for such shares and any other required documents, to the Depositary, Norwest Bank Minnesota, N.A. If you are unable to locate your share certificates, please call: PP&L'S INVESTOR SERVICES DEPARTMENT AT (800) 345-3085 If you have any questions on how to tender your shares or need an extra copy of the Tender Offer materials, please call the Information Agent: GEORGESON & COMPANY INC. AT (800) 223-2064 If you have any general questions regarding the Tender Offer, please call the Dealer Manager: MERRILL LYNCH & CO. AT (888) ML4-TNDR ((888) 654-8637) EX-99.D(11) 3 LETTER DATED MARCH 21, 1997 March 21, 1997 REMINDER -------- Dear Shareowners of Preferred Stock of Pennsylvania Power & Light Company: RE: TENDER OFFER FOR ALL OF PP&L'S PREFERRED STOCK ---------------------------------------------- Recently, you received information pertaining to the Tender Offer by PP&L Resources, Inc. for any and all outstanding shares of the following Preferred Stock of Pennsylvania Power & Light Company: 4 1/2% Preferred Stock (CUSIP No. 709051-40-3) 3.35% Series Preferred Stock (CUSIP No. 709051-20-5) 4.40% Series Preferred Stock (CUSIP No. 709051-30-4) 4.60% Series Preferred Stock (CUSIP No. 709051-50-2) 5.95% Series Preferred Stock (CUSIP No. 709051-66-8) 6.05% Series Preferred Stock (CUSIP No. 709051-65-0) 6.125% Series Preferred Stock (CUSIP No. 709051-68-4) 6.15% Series Preferred Stock (CUSIP No. 709051-64-3) 6.33% Series Preferred Stock (CUSIP No. 709051-69-2) 6.75% Series Preferred Stock (CUSIP No. 709051-67-6) This offer gives you the opportunity to sell your shares 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. PLEASE BE AWARE THAT THE TENDER OFFER IS SET TO EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY TIME ON APRIL 4, 1997, UNLESS EXTENDED. If you wish to accept the offer and tender your shares, please direct your commercial bank, broker, trust company or other nominee to effect the transaction on your behalf. If you have any questions on how to tender your shares or need an extra copy of the Tender Offer materials, please call the Information Agent: GEORGESON & COMPANY INC. AT (800) 223-2064 If you have any general questions regarding the Tender Offer, please call the Dealer Manager: MERRILL LYNCH & CO. AT (888) ML4-TNDR ((888) 654-8637) -----END PRIVACY-ENHANCED MESSAGE-----