SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 1998
PP&L RESOURCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 1-11459 23-2758192
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two North Ninth Street, Allentown, Pennsylvania 18101-1179
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(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: (610) 774-5151
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PP&L, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 1-905 23-0959590
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two North Ninth Street, Allentown, Pennsylvania 18101-1179
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(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: (610) 774-5151
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ITEM 5. OTHER EVENTS
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On April 28, 1998, PP&L Inc. (the "Company") entered
into an Underwriting Agreement among the Company, Morgan Stanley
& Co. Incorporated, Credit Suisse First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and First
Chicago Capital Markets, Inc. (collectively, the "Underwriters")
for the sale to the Underwriters of the Company's First Mortgage
Bonds, 6 1/8% REset Put Securities Series Due 2006 (the "Bonds").
In connection with the issuance of the Bonds under the
Underwriting Agreement, the Company intends to enter into a
Calculation Agency Agreement with Morgan Stanley & Co.
Incorporated and a Securities Purchase Option Letter Agreement
with Morgan Stanley & Co. International Limited and Morgan
Stanley & Co. Incorporated. The Bonds will be issued and sold
pursuant to the Company's Mortgage and Deed of Trust, dated as of
October 1, 1945, to Bankers Trust Company (successor to Morgan
Guaranty Trust Company of New York), as Trustee, as amended and
supplemented by sixty-five indentures supplemental thereto (the
"Mortgage"), and as to be amended and supplemented by the Sixty-
Sixth Supplemental Indenture to be dated as of May 1, 1998 (the
"Sixty-Sixth Supplemental Indenture"). Forms of such
Underwriting Agreement, Calculation Agency Agreement, Call Option
Letter Agreement and Sixty-Sixth Supplemental Indenture are
attached hereto as exhibits to this Current Report on Form 8-K
and are incorporated herein by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The
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Company does hereby incorporate by reference into its
Registration Statement (File No. 333-48809), as Exhibit 8
thereto, the opinion of Reid & Priest LLP as to certain
statements in the Prospectus Supplement dated April 28, 1998
relating to the Bonds under the caption "Certain United States
Federal Income Tax Considerations," such opinion being filed
herewith as Exhibit 8 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
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AND EXHIBITS
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(c) Exhibits
(1.1) Form of Underwriting Agreement,
dated April 28, 1998, among PP&L,
Inc., Morgan Stanley & Co.
Incorporated, Credit Suisse First
Boston Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated
and First Chicago Capital Markets,
Inc.
(4.1) Form of Calculation Agency
Agreement between PP&L, Inc. and
Morgan Stanley & Co. Incorporated.
(4.2) Form of Securities Purchase Option
Letter Agreement among PP&L, Inc.,
Morgan Stanley & Co. International
Limited and Morgan Stanley & Co.
Incorporated.
(4.3) Form of Sixty-Sixth Supplemental
Indenture between PP&L, Inc. and
Bankers Trust Company (successor to
Morgan Guaranty Trust Company of
New York).
(8) Opinion of Reid & Priest LLP, dated
April 28, 1998, as to certain
statements in the Prospectus
Supplement, filed with the
Commission in connection with the
Registration Statement of PP&L,
Inc. (File No. 333-48809), under
the caption "Certain United States
Federal Income Tax Considerations."
(23) Consent of Reid & Priest LLP
(included in Exhibit 8).
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act
of 1934, each Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PP&L Resources, Inc.
PP&L, Inc.
Date: May 1, 1998 By: /s/ James E. Abel
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James E. Abel
Treasurer
EHIBIT INDEX
Exhibit Description
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(1.1) Form of Underwriting Agreement, dated April
28, 1998, among PP&L, Inc., Morgan Stanley &
Co. Incorporated, Credit Suisse First Boston
Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and First Chicago Capital
Markets, Inc.
(4.1) Form of Calculation Agency Agreement between
PP&L, Inc. and Morgan Stanley & Co.
Incorporated.
(4.2) Form of Securities Purchase Option Letter
Agreement among PP&L, Inc., Morgan Stanley &
Co. International Limited and Morgan Stanley
& Co. Incorporated.
(4.3) Form of Sixty-Sixth Supplemental Indenture
between PP&L, Inc. and Bankers Trust Company
(successor to Morgan Guaranty Trust Company
of New York).
(8) Opinion of Reid & Priest LLP, dated April 28,
1998, as to certain statements in the
Prospectus Supplement, filed with the
Commission in connection with the
Registration Statement of PP&L, Inc. (File
No. 333-48809), under the caption "Certain
United States Federal Income Tax
Considerations."
(23) Consent of Reid & Priest LLP (included in
Exhibit 8).