Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PPL CORPORATION
(Exact name of Registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2758192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101-1179
(Address, including zip code, of Registrant's
Principal Executive Office)
INCENTIVE COMPENSATION PLAN
and
INCENTIVE COMPENSATION PLAN
FOR KEY EMPLOYEES
(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
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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
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Common Stock, $0.01 par value per share(a).... 6,500,000 $45.54 $296,010,000 $37,504.47
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(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 plans
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 January 29,
2004.
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EXPLANATORY NOTE
The 6,500,000 shares of Common Stock being registered
pursuant to this Registration Statement are additional securities of the same
class as other securities for which a registration statement (No. 333-95967)
on Form S-8 was filed with the Securities and Exchange Commission (the
"Commission") on February 2, 2000. Pursuant to General Instruction E to Form
S-8, the contents of such earlier registration statement are incorporated by
reference into this Registration Statement, except that the provisions
contained in Part II of such earlier registration statement are modified as
set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 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
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 3rd day of February, 2004.
PPL CORPORATION
By: /s/ William F. Hecht
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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
February 3, 2004.
Signature Title
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/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
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William F. Hecht, Attorney-in-Fact
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