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): August 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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1-11459 |
PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151 |
23-2758192 |
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As
previously disclosed, PPL Corporation ("PPL") is effecting a 2-for-1 stock split
(the "Stock Split") for holders of record of its common stock as of the close of
business on August 17, 2005, with a distribution date of August 24, 2005. In
addition, effective as of August 24, 2005, PPL will implement electronic Direct
Registration for its common stock pursuant to which share issuances and
transfers will be recorded in book-entry form by PPL’s transfer agent, Wells
Fargo Shareowner Services.
In
connection with the Stock Split and the switch to Direct Registration, the Board
of Directors of PPL approved certain amendments to its Articles of Incorporation
and Bylaws, effective as of August 17, 2005. Specifically, in connection with
the Stock Split and the switch to Direct Registration, the following amendments
have been made to PPL’s Articles of Incorporation in accordance with the
Pennsylvania Business Corporation Law of 1988, as amended:
| (1) |
Article
IV of the Articles of Incorporation was amended to increase PPL’s total
authorized shares of capital stock from 400,000,000 to 790,000,000, and to
increase its total authorized shares of common stock from 390,000,000 to
780,000,000. Article IV now reads in its entirety as
follows: |
“The
aggregate number of shares which the Corporation shall have the authority to
issue is 790,000,000 shares, divided into 10,000,000 shares of Preferred Stock,
par value $.01 per share, and 780,000,000 shares of Common Stock, par value $.01
per share.”
| (2) |
Article
XI was added to the Articles of Incorporation and reads in its entirety as
follows: |
“Uncertificated
Shares. Any or
all classes and series of shares of the Corporation, or any part thereof, may be
represented by uncertificated shares to the extent determined by the Board of
Directors, except as required by applicable law, including that shares
represented by a certificate that is issued and outstanding shall continue to be
represented thereby until the certificate is surrendered to the Corporation.
Within a reasonable time after the issuance or transfer of uncertificated
shares, the Corporation shall send to the registered owner thereof a written
notice containing the information required by applicable law to be set forth or
stated on certificates. Except as otherwise expressly provided by law, the
rights and obligations of the holders of shares represented by certificates and
the rights and obligations of the holders of uncertificated shares of the same
class and series shall be identical.”
In
connection with the switch to Direct Registration, the following amendments have
been made to PPL’s Bylaws:
| 1. |
Section
6.01(a) of Article VI of the Bylaws was amended to add a new first
sentence and revise the second sentence of that section. Section 6.01(a)
now reads in its entirety as follows: |
“Form
of Certificates. Any or
all classes and series of shares of the corporation, or any part thereof, may be
represented by uncertificated shares to the extent determined by the board of
directors, except as otherwise required by law or the articles. To the extent
that certificates for shares of the corporation are issued, such certificates
shall be in such form as approved by the board of directors, and shall state
that the corporation is incorporated under the laws of the Commonwealth of
Pennsylvania, the name of the person to whom issued, and the number and class of
shares and the designation of the series (if any) that the certificate
represents. If the corporation is authorized to issue shares of more than one
class or series, certificates for shares of the corporation shall set forth upon
the face or back of the certificate (or shall state on the face or back of the
certificate that the corporation will furnish to any shareholder upon request
and without charge), a full or summary statement of the designations, voting
rights, preferences, limitations and special rights of the shares of each class
or series authorized to be issued so far as they have been fixed and determined
and the authority of the board of directors to fix and determine the
designations, voting rights, preferences, limitations and special rights of the
classes and series of shares of the corporation.”
| 2. |
Section
6.02 of Article VI of the Bylaws was amended to read in its entirety as
follows: |
“Transfer.
Transfers of shares shall be made on the share register or transfer books of the
corporation only by the record holder of such shares, or by attorney lawfully
constituted in writing, and, in the case of shares represented by a certificate,
upon surrender of the certificate therefor, endorsed by the person named in the
certificate or by an attorney lawfully constituted in writing.”
In
addition to the foregoing amendments, and unrelated to the Stock Split and the
switch to Direct Registration, Section 4.11(a)(5) of Article IV of the Bylaws
also was amended to insert the word “exclusively” in that subsection to conform
it to Section 1731(a)(2)(v) of the Pennsylvania Business Corporation Law of
1988, as amended. Section 4.11(a)(5) now reads, in relevant part, as
follows:
“Any
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of
directors except that a committee shall not have any power or authority as to
the following: … (5) Action on matters committed by a resolution of the board of
directors exclusively to another committee of the board.”
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(c) |
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Exhibits |
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3.1
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Amended
and Restated Articles of Incorporation of PPL Corporation, effective
August 17, 2005. |
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3.2
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Bylaws
of PPL Corporation, as amended and restated effective August 17,
2005. |
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
CORPORATION |
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By: |
/s/
Paul A. Farr
Paul
A. Farr
Senior
Vice President-Financial and Controller |
Dated: August
19, 2005