Filed by PPL Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) under the Securities Exchange Act of
1934
Subject Company: PPL Corporation
Commission File No. 001-11459
PPL Corporation and PPL Capital Funding, Inc.
Registration Statement on Form S-4
Registration No. 333-108450
The following press release was issued as of November 17, 2003 by PPL
Corporation:
PPL Commences Exchange Offer for its Outstanding 7-3/4% PEPS(SM) Units
Offer set to expire at 5:00 p.m., New York City time,
on December 18, 2003
Contacts: Innisfree M&A Incorporated, for holders of outstanding PEPS(SM) Units,
at 877-825-8777. (Banks and brokers may call collect at 212-750-5833.)
George Biechler, PPL, for news media, at 610-774-5997
ALLENTOWN, Pa. (Nov. 17, 2003) -- PPL Corporation (NYSE: PPL) today
commenced an exchange offer to holders of its outstanding 7-3/4% Premium Equity
Participating Security Units (the outstanding PEPS Units) in order to reduce its
future interest expense.
Under the exchange offer, up to $572.5 million aggregate stated
amount of the outstanding PEPS Units can be exchanged for PPL's 7-3/4% Premium
Equity Participating Security Units, Series B (the new PEPS Units) and a cash
payment by PPL of $0.375 for each validly tendered and accepted outstanding PEPS
Unit.
The exchange offer is scheduled to expire at 5 p.m., New York City
time, on December 18, 2003, unless earlier terminated or extended by PPL. The
conditions of the exchange offer, which may be waived by PPL, include, among
other things, the valid tender at the expiration of the exchange offer of at
least 35 percent of the outstanding PEPS Units and the continued listing of the
outstanding PEPS Units on the New York Stock Exchange (NYSE).
The outstanding PEPS Units, which were issued in May 2001, consist
of a five-year trust preferred security with an initial fixed interest rate of
7-3/4% and a forward sales contract that requires the holders to purchase PPL's
common stock at a designated price in May 2004. The new PEPS Units will consist
of a debt security with an initial fixed
interest rate of 7-3/4% and an identical forward sales contract. In 2004, PPL is
required to remarket the fixed income securities that are components of the PEPS
Units.
One of the significant differences between the new PEPS Units and
the outstanding PEPS Units is that, at the remarketing, the fixed income
securities that will be components of the new PEPS Units will become senior
unsecured debt obligations of PPL Capital Funding, Inc., guaranteed on a senior
basis by PPL. The fixed income securities that are components of the outstanding
PEPS Units will remain trust preferred securities that represent undivided
beneficial interests in the subordinated notes of PPL Capital Funding,
guaranteed on a subordinated basis by PPL. As such, based on the current
investment grade credit ratings on senior unsecured debt of PPL Capital Funding
guaranteed on a senior basis by PPL, PPL expects the remarketed debt securities
of the new PEPS Units to have an investment grade rating. Conversely, since the
trust preferred securities of the outstanding PEPS Units are rated below
investment grade, PPL expects the remarketed trust preferred securities to
remain rated below investment grade. PPL expects the interest rate on the
remarketed debt securities to be lower than the interest rate on the remarketed
trust preferred securities.
Morgan Stanley & Co. Incorporated is serving as the dealer manager
for the exchange offer, and JPMorgan Chase Bank is serving as the exchange
agent. A registration statement has been filed with the Securities and Exchange
Commission but the registration statement has not yet become effective and may
be amended from time to time. The prospectus which is part of the registration
statement related to the exchange offer and a letter of transmittal and other
materials related to the exchange offer are available free of charge from the
information agent: Innisfree M&A Incorporated, 501 Madison Avenue, New York, New
York 10022 (877-825-8777). (Banks and brokers may call collect at 212-750-5833.)
The registration statement, prospectus and other materials related
to the exchange offer may also be obtained free of charge at the Securities and
Exchange Commission's Web site (www.sec.gov). THESE DOCUMENTS CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE EXCHANGE OFFER.
PPL Corporation, headquartered in Allentown, Pa., controls about
11,500 megawatts of generating capacity in the United States, sells energy in
key U.S. markets, and delivers electricity to customers in Pennsylvania, the
United Kingdom and Latin America.
The securities may not be exchanged or sold nor may offers to exchange or buy be
accepted prior to the time the registration statement becomes effective. This
press release shall not constitute an offer to exchange, sell, or the
solicitation of an offer to exchange or buy, the securities, nor shall there be
any offer, exchange, solicitation or sale of any securities in any state in
which such offer, exchange, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such state or
other jurisdiction.
Certain statements contained in this news release, including statements with
respect to future interest expense, are "forward-looking statements" within the
meaning of the federal securities laws. Although PPL Corporation believes that
the expectations and assumptions reflected in these forward-looking statements
are reasonable, these statements involve a number of risks and uncertainties,
and actual results may differ materially from the results discussed in the
statements. Any such forward-looking statements should be considered in
conjunction with PPL Corporation's Form 10-K and other reports on file with the
Securities and Exchange Commission.