Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------
PPL CORPORATION
(Exact name of Registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2758192
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101-1179
(Address, including zip code, of Registrant's Principal Executive Office)
PPL EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
James E. Abel
Vice President-Finance and Treasurer
PPL Corporation
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
With Copies to:
Vincent Pagano, Jr.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF REGISTRATION FEE
================================================== =============== ================ ================= ==============
Proposed
Proposed maximum
Title of each class of securities to be maximum aggregate Amount of
registered Amount to be offering price offering price registration
registered (1) per share (2) (2) fee
-------------------------------------------------- --------------- ---------------- ----------------- --------------
Common Stock, $0.01 par value per share(a).... 1,000,000 $40.14 $40,140,000 $3247.33
================================================== =============== ================ ================= ==============
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminable 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(h)(1) and 457(c) under the Securities Act of 1933,
as amended. The proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of 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 November 5,
2003.
-----------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by PPL Corporation (the "Company" or
"Registrant") and the PPL Employee Stock Ownership Plan (the "Plan") with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement.
a. The Plan's Annual Report on Form 11-K for the year ended December
31, 2002.
b. The Company's Annual Report on Form 10-K for the year ended December
31, 2002.
c. The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2003, June 30, 2003 and March 31, 2003.
d. The Current Reports on Form 8-K of the Company dated July 9, 2003,
July 2, 2003, June 19, 2003, May 16, 2003 and April 2, 2003.
e. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-B dated April 27, 1995.
All documents filed by the Company pursuant to Sections 13, 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby has been passed upon by
Thomas D. Salus, Esq., Senior Counsel of PPL Services Corporation, a
subsidiary of the Company. Mr. Salus is a full-time employee of PPL Services
Corporation.
Item 6. Indemnification of Directors and Officers
Section 7.01 of the By-laws of the Company reads as follows:
"Section 7.01. Indemnification of Directors and Officers.
(a) Right to Indemnification. Except as prohibited by law, every director
and officer of the corporation shall be entitled as of right to be indemnified
by the corporation against reasonable expense and any liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the corporation or otherwise, in
which he or she may be involved, as a party or otherwise, by reason of such
person being or having been a director or officer of the corporation or by
reason of the fact that such person is or was serving at the request of the
corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as "action"). Such indemnification shall include
the right to have expenses incurred by such person in connection with an
action paid in advance by the corporation prior to final disposition of such
action, subject to such conditions as may be prescribed by law. Persons who
are not directors or officers of the corporation may be similarly indemnified
in respect of service to the corporation or to another such entity at the
request of the corporation to the extent the board of directors at any time
denominates such person as entitled to the benefits of this Section 7.01. As
used herein, "expense" shall include fees and expenses of counsel selected by
such person; and "liability" shall include amounts of judgments, excise taxes,
fines and penalties, and amounts paid in settlement.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section 7.01 is not paid in full by the corporation within thirty days
after a written claim has been received by the corporation, the claimant may
at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and, if successful in whole or in part, the
claimant shall also be entitled to be paid the expense of prosecuting such
claim. It shall be a defense to any such action that the conduct of the
claimant was such that under Pennsylvania law the corporation would be
prohibited from indemnifying the claimant for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its board of directors, independent
legal counsel and its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because the conduct of the claimant was not such that
indemnification would be prohibited by law, nor an actual determination by the
corporation (including its board of directors, independent legal counsel or
its shareholders) that the conduct of the claimant was such that
indemnification would be prohibited by law, shall be a defense to the action
or create a presumption that the conduct of the claimant was such that
indemnification would be prohibited by law.
(c) Insurance and Funding. The corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified
hereunder against any liability or expense asserted or incurred by such person
in connection with any action, whether or not the corporation would have the
power to indemnify such person against such liability or expense by law or
under the provisions of this Section 7.01. The corporation may create a trust
fund, grant a security interest, cause a letter of credit to be issued or use
other means (whether or not similar to the foregoing) to ensure the payment of
such sums as may become necessary to effect indemnification as provided
herein.
(d) Non-Exclusivity; Nature and Extent of Rights. The right of
indemnification provided for herein (1) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those
seeking indemnification hereunder may be entitled under any agreement, bylaw
or charter provision, vote of shareholders or directors or otherwise, (2)
shall be deemed to create contractual rights in favor of persons entitled to
indemnification hereunder, (3) shall continue as to persons who have ceased to
have the status pursuant to which they were entitled or were denominated as
entitled to indemnification hereunder and shall inure to the benefit of the
heirs and legal representatives of persons entitled to indemnification
hereunder and (4) shall be applicable to actions, suits or proceedings
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof. The right of indemnification
provided for herein may not be amended, modified or repealed so as to limit in
any way the indemnification provided for herein with respect to any acts or
omissions occurring prior to the effective date of any such amendment,
modification or repeal."
Directors and officers of the Company may also be indemnified in certain
circumstances pursuant to the statutory provisions of general application
contained in Pennsylvania law.
The Company presently has insurance policies which, among other things,
include liability insurance coverage for officers and directors under which
officers and directors are covered against any "loss" by reason of payment of
damages, judgments, settlements and costs, as well as charges and expenses
incurred in the defense of actions, suits or proceedings. "Loss" is
specifically defined to exclude fines and penalties, as well as matters deemed
uninsurable under the law pursuant to which the insurance policy shall be
construed. The policies also contain other specific exclusions, including
illegally obtained personal profit or advantage, and dishonesty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5(a) - Opinion of Thomas D. Salus, Esq. with respect to legality of
securities being registered hereunder.
5(b) - Opinion of Simpson Thacher & Bartlett LLP with respect to legality
of securities being registered hereunder
23(a) - Consent of PricewaterhouseCoopers LLP
23(b) - Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit
5(a) filed herewith)
23(c) - Consent of Simpson Thacher & Bartlett LLP (Reference is made to
Exhibit 5(b) filed herewith)
24 - Powers of Attorney
Item 9. Undertakings.
The Company hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions of the By-laws of the registrant and the provisions
of Pennsylvania law described under Item 6 above, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Act"), the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth
of Pennsylvania, on the 10th day of November, 2003.
PPL CORPORATION
By: /s/ William F. Hecht
----------------------------------
William F. Hecht
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Act, this registration statement has
been signed below by the following persons in the capacities indicated on
November 10, 2003.
Signature Title
/s/ William F. Hecht Principal Executive
------------------------------------------------- Officer and Director
William F. Hecht, Chairman, President and Chief
Executive Officer
/s/ John R. Biggar Principal Financial
------------------------------------------------- Officer and Director
John R. Biggar, Executive Vice President and
Chief Financial Officer
/s/ Joseph J. McCabe Principal
------------------------------------------------- Accounting Officer
Joseph J. McCabe, Vice President and Controller
Frederick M. Bernthal, John W. Conway, E. Allen Directors
Deaver, Louise K. Goeser, Stuart Heydt, W. Keith
Smith and Susan M. Stalnecker
By: /s/ William F. Hecht
--------------------------------------------
William F. Hecht, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Act"), the plan administrator of the employee benefit plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth
of Pennsylvania, on the 10th day of November, 2003.
PPL EMPLOYEE STOCK OWNERSHIP PLAN
By: Employee Benefit Plan Board
Plan Administrator
By: /s/ Thoburn W. Hatten II
------------------------------------
Thoburn W. Hatten II, Chairman
EXHIBIT INDEX
Exhibit Description
5(a) Opinion of Thomas D. Salus, Esq. with respect to legality of
securities being registered hereunder
5(b) Opinion of Simpson Thacher & Bartlett LLP with respect to legality
of securities being registered hereunder
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit 5(a)
filed herewith)
23(c) Consent of Simpson Thacher & Bartlett LLP (Reference is made to
Exhibit 5(b) filed herewith)
24 Powers of Attorney