-----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, HhGkh4UlJ+MRzU4tTOc8ZwvrINa8o8mT1g1sLofevNz7+MKc6kAYVe3+muHLpheS RbdOwjlcDMZAaGwVDUhp2Q== 0001036050-98-001605.txt : 19980922 0001036050-98-001605.hdr.sgml : 19980922 ACCESSION NUMBER: 0001036050-98-001605 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980921 SROS: NYSE SROS: PHLX SUBJECT COMPANY: 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/A SEC ACT: SEC FILE NUMBER: 005-52861 FILM NUMBER: 98712274 BUSINESS ADDRESS: STREET 1: TWO N 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 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/A BUSINESS ADDRESS: STREET 1: TWO N 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 13E4/A 1 AMENDMENT NO. 2 TO SCHEDULE 13E4 TYPE: SC 13E4/A SEQUENCE: 1 DESCRIPTION: AMENDMENT NO. 2 TO 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) (AMENDMENT NO. 2) ----------- PP&L RESOURCES, INC. (NAME OF ISSUER) PP&L RESOURCES, INC. (NAME OF PERSON FILING STATEMENT) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 693499105 (CUSIP NUMBER OF CLASS OF SECURITIES) ----------- JOHN R. BIGGAR SENIOR VICE PRESIDENT - FINANCIAL 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) RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) AUGUST 14, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE - ---------------------- -------------------- $459,000,000 $91,800 - --------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 17,000,000 shares at the maximum tender offer price per share of $27.00. [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: 91,800 Filing Party: PP&L Resources, Inc. Form or Registration No.: Schedule 13E-4 Date Filed: August 14, 1998 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ EXPLANATORY NOTE This Amendment No. 2 is being filed solely to file as an Exhibit to this Issuer Tender Offer Statement on Schedule 13E-4 the press release issued by PP&L Resources, Inc. on September 18, 1998. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. DESCRIPTION - ------- ----------- (a) (10) Press Release dated September 18, 1998. 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. Dated: September 21, 1998 PP&L Resources, Inc. By: /s/ John R. Biggar --------------------- Name: John R. Biggar Title: Senior Vice President Financial 3 EXHIBITS EXHIBIT NO. DESCRIPTION - ------- ----------- 99.(a)(10) Press Release dated September 18, 1998. 4 EX-99.A10 2 PRESS RELEASE DATED SEPTEMBER 18, 1998 NEWS RELEASE - --------------------------------------------- [LOGO OF PPL] PP&L NEWS RELEASE - ----------------- If there are problems with the transmission of the news release, call (610) 774-5068 Contact: Jim Abel (610) 774-5987 PP&L RESOURCES, INC. ANNOUNCES FINAL RESULTS OF DUTCH AUCTION SELF-TENDER OFFER ---------------------------------- ALLENTOWN, Pa. - PP&L Resources, Inc. (NYSE: PPL) announced Friday (9/18) the final results of its Dutch Auction self-tender offer that expired last Friday (9/11). Based on a final count, the company is purchasing 17 million shares of its common stock at $24.50 per share, said John R. Biggar, PP&L Resources senior vice president-Financial. On Aug, 14, the company announced that it planned to purchase 17 million shares - or about 10 percent of its outstanding common stock - at a price to be determined within a range of $24.50 to $27 per share. Shareowners who tendered their shares at $24.50 or at the price established by the Dutch Auction process will have shares purchased by the company at the $24.50 price. Shares tendered and accepted for purchase as odd lots will be purchased in full. Of the remaining shares available for purchase at $24.50, approximately 50.24 percent will be purchased based on the final proration of total shares offered at this price, Biggar said. The mailing of payments for the shares accepted in the tender and the return of all other shares tendered but not accepted should occur by September 24, added Biggar. -2- The company also announced on Monday (9/14) that it has authorized a program for the purchase of up to 3 million shares of its common stock on the open market, depending on market conditions. After the purchase of shares through the Dutch Auction self-tender, the company has approximately 157 million shares of common stock outstanding. PP&L Resources, Inc. is a holding company based in Allentown, Pa. Its subsidiaries include PP&L, Inc., which provides electricity delivery service to 1.2 million homes and businesses in Pennsylvania; generates electricity; sells retail electricity throughout Pennsylvania through its PP&L EnergyPlus Co.; and markets or trades wholesale energy to 26 states and Canada through its state-of-the-art Energy Marketing Center. Other PP&L Resources subsidiaries include PP&L Global, Inc., a worldwide independent power company which develops, owns and operates electric generation and distribution companies worldwide including the United Kingdom, Chile, El Salvador, Argentina, Peru, Spain, Portugal, Bolivia and Brazil; Penn Fuel Gas, which distributes and stores natural gas and also sell propane in Pennsylvania and Maryland; PP&L Spectrum, Inc., which markets energy-management services and products; and H. T. Lyons, Inc. and McClure Co., two energy management and heating, ventilating and air-conditioning firms, which provide both construction and maintenance services in Pennsylvania, New Jersey and Delaware. For recent news releases and other information about PP&L Resources, see our Internet home page at www.pplresources.com -------------------- 09W1898A1 FINANCIAL -----END PRIVACY-ENHANCED MESSAGE-----