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): September 6, 2002
PPL Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 1-11459 23-2758192
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
PPL Energy Supply, LLC
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-74794 23-3074920
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Two North Ninth Street, Allentown, Pennsylvania 18101-1179
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(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: (610) 774-5151
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
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On September 6, 2002, PPL Corporation ("PPL"), through an indirect, wholly-owned
subsidiary (the "Acquiring Subsidiary") of PPL Energy Supply, LLC ("PPL Energy
Supply"), acquired Mirant Corporation's 49% indirect equity interest in Western
Power Distribution Holdings Limited and WPD Investment Holdings Limited
(together, "WPD") for an aggregate consideration of approximately $235 million.
PPL Energy Supply and Mirant Corporation have each guaranteed the obligations of
their respective subsidiaries under the acquisition documents. The consideration
paid by the Acquiring Subsidiary for the acquisition was funded with a bridge
loan provided by a United States affiliate from the issuance of commercial
paper. The Acquiring Subsidiary intends to replace this bridge financing with
permanent debt financing in the near future.
WPD, through indirect, wholly-owned subsidiaries, operates two electric
transmission and distribution companies in the United Kingdom which together
serve approximately 2.5 million customers. Prior to the acquisition, PPL and PPL
Energy Supply indirectly held 51% of the equity interests in WPD but shared
control of WPD with Mirant Corporation pursuant to shareholders' agreements. The
shareholders' agreements were terminated in connection with the closing of the
acquisition.
For the calendar year ended December 31, 2001 and for the six months ended June
30, 2002, WPD recorded revenues of (pound)375.3 million ($540.7 million based on
an average exchange rate of $1.441 per British pound for the period) and
(pound)199.4 million ($287.9 million based on an average exchange rate of $1.444
per British pound for the period), and at June 30, 2002, WPD had total assets of
(pound)2,912.3 million ($4,464.6 million based on an exchange rate of $1.533 per
British pound at June 30, 2002) and total debt of (pound)1,338.7 million
($2,052.2 million based on an exchange rate of $1.533 per British pound),
(pound)310.0 million ($475.3 million based on an exchange rate of $1.533 per
British pound) of which falls due within one year. All currently outstanding
indebtedness of WPD is non-recourse to all other PPL affiliates. All of the
preceding amounts are unaudited. Historically, PPL and PPL Energy Supply have
accounted for their investment in WPD using the equity method of accounting.
From and after the acquisition of the remaining interest in WPD, the results of
WPD will be consolidated with the results of PPL and PPL Energy Supply, meaning
that PPL and PPL Energy Supply will eliminate the related investment account
from their respective financial statements and fully reflect all of WPD's income
statement and balance sheet amounts, including all of WPD's debt, in their
financial statements on a U.S. GAAP basis.
ITEM 9. REGULATION FD DISCLOSURE
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On September 6, 2002, PPL Corporation issued a press release announcing, among
other things, the acquisition described in this report and 2003 earnings
guidance and reaffirming 2002 earnings guidance.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
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(a) Financial Statements of Business Acquired. Pursuant to
Section 3-05(b)(4)(i)(B) of Regulation S-X, audited financial statements
for the acquired business will be filed within 74 days of the date of the
acquisition.
(b) Pro Forma Financial Information. Pursuant to Section 3-05(b)(4)(i)(B) of
Regulation S-X, pro forma financial information giving effect to the
acquisition described in this report will be filed within 74 days of the
date of the acquisition.
(c) Exhibits.
2.1 Purchase and Sale Agreement by and between Mirant Investments UK, Ltd.
as Seller and Towerweave Limited as Purchaser, for the Sale of Shares
of Western Power Distribution Holdings Limited, dated as of
September 6, 2002.
2.2 Purchase and Sale Agreement by and between Mirant Investments Europe
UK, Inc. and Mirant Holdings Europe UK, Inc., as Sellers and
Towerweave Limited, as Purchaser, for the Sale of Shares of WPD
Investment Holdings Limited, dated as of September 6, 2002.
10.1 Purchaser Guaranty Agreement, dated as of September 6, 2002, by PPL
Energy Supply, LLC, for the benefit of Mirant Investments UK, Ltd.
10.2 Purchaser Guaranty Agreement, dated as of September 6, 2002, by PPL
Energy Supply, LLC, for the benefit of Mirant Investments Europe UK,
Inc. and Mirant Holdings Europe UK, Inc.
10.3 Seller Guaranty Agreement, dated as of September 6, 2002, by Mirant
Corporation, for the benefit of Towerweave Limited.
10.4 Seller Guaranty Agreement, dated as of September 6, 2002, by Mirant
Corporation, for the benefit of Towerweave Limited.
99.1 Press Release filed pursuant to Regulation FD.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
PPL CORPORATION
By: /s/ James E. Abel
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James E. Abel
Vice President-Finance and Treasurer
PPL ENERGY SUPPLY, LLC
By: /s/ James E. Abel
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James E. Abel
Treasurer
Dated: September 9, 2002