UNITED
STATES
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): May 17, 2005
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Commission
File
Number |
Registrant;
State of Incorporation;
Address
and Telephone Number |
IRS
Employer
Identification
No. |
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1-905 |
PPL
Electric Utilities Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151 |
23-0959590 |
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ] |
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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[ ] |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[ ] |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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[ ] |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Section
1 - Registrant's Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
and
Section
2 - Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
May 17, 2005, the Lehigh County Industrial Development Authority (the
"Authority") issued $108,250,000 aggregate principal amount of its 4.75%
Pollution Control Revenue Refunding Bonds, 2005 Series B (PPL Electric Utilities
Corporation Project) due 2027 (the "Bonds") on behalf of PPL Electric Utilities
Corporation ("PPL Electric"). The Bonds bear interest at a rate of 4.75% per
annum. The proceeds of the Bonds will be used to refund the Authority's
$53,250,000, 5.50% Pollution Control Revenue Refunding Bonds, 1994 Series A
(Pennsylvania Power & Light Company Project) in June 2005 and the
Authority's $55,000,000, 6.15% Pollution Control Revenue Refunding Bonds, 1995
Series A (Pennsylvania Power & Light Company Project) in August 2005.
The
Bonds are generally subject to optional redemption by the Authority, at the
direction of PPL Electric, on or after February 15, 2015, and earlier upon the
occurrence of certain extraordinary events, in each case at a redemption price
of 100% of the principal amount thereof, without premium, plus accrued interest,
if any, to the redemption date. The Bonds also are subject to special mandatory
redemption upon a determination that the interest on the Bonds would be included
in the holders' gross income for federal income tax purposes. Any such special
mandatory redemption would also be at a redemption price of 100% of the
principal amount thereof, without premium, plus accrued interest, if any, to the
redemption date.
The
Authority has loaned the proceeds of the Bonds to PPL Electric pursuant to a
Pollution Control Facilities Loan Agreement dated as of May 1, 2005 (the "Loan
Agreement") between PPL Electric and the Authority. Pursuant to the Loan
Agreement, PPL Electric is obligated to make payments in such amounts and at
such times as will be sufficient to pay, when due, the principal and interest on
the Bonds. Concurrently with the issuance of the Bonds and to evidence its
obligations under the Loan Agreement, PPL Electric delivered to the trustee of
the Bonds its Pollution Control Facilities Note (Lehigh County Industrial
Development Authority), 2005 Series B (the "Note") with respect to the Bonds.
The Note contains principal, interest and prepayment provisions corresponding to
the principal, interest and redemption provisions of the Bonds.
The
regularly scheduled payments of principal and interest on the Bonds are insured
by a Municipal Bond New Issue Insurance Policy (the "Policy") issued by
Financial Guaranty Insurance Company ("FGIC"). As a condition to the FGIC's
issuance of the Policy and concurrently with the delivery of the Bonds, PPL
Electric entered into a Bond Insurance Agreement with FGIC (the "Insurance
Agreement") pursuant to which PPL Electric has agreed to reimburse FGIC for any
payments on the Bonds under the Policy. Pursuant to the Insurance Agreement, and
to secure its obligations to FGIC thereunder, PPL Electric has delivered to FGIC
its Senior Secured Bonds, 4.75% Pollution Control Series due 2027 (the "Senior
Secured Bonds"), issued pursuant to PPL Electric's Indenture, dated as of August
1, 2001, to JPMorgan Chase Bank, as trustee (as supplemented, the "2001 Senior
Secured Bond Indenture"). The Senior Secured Bonds, like PPL Electric's other
senior secured bonds issued under the 2001 Senior Secured Bond Indenture, are
secured by first mortgage bonds (the "First Mortgage Bonds") issued under PPL
Electric's Mortgage and Deed of Trust, dated as of October 1, 1945, to Deutsche
Bank Trust Company Americas, as trustee. The principal and interest on the
Senior Secured Bonds and the First Mortgage Bonds are payable at the same times
as the principal and interest on the Note and the Bonds. So long as PPL Electric
makes the required principal and interest payments on the Note, it will not be
obligated to make additional payments on the Senior Secured Bonds or the First
Mortgage Bonds.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PPL
ELECTRIC UTILITIES CORPORATION |
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By: |
/s/
James E.
Abel
James
E. Abel
Treasurer |
Dated: May 17,
2005