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): February 17,
2009
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Commission
File
Number
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Registrant;
State of Incorporation;
Address and Telephone
Number
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IRS
Employer
Identification
No.
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1-11459
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PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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23-2758192
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1-32944
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PPL
Energy Supply, LLC
(Exact
name of Registrant as specified in its charter)
(Delaware)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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23-3074920
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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))
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Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure
In
connection with the offers described below, PPL Energy Supply, LLC (the
"Company") has disclosed certain recent developments in its Offer to Purchase
(defined below), which is furnished as Exhibit 99.1 to this report.
Section
8 - Other Events
Item
8.01 Other Events
On
February 17, 2009, the Company commenced tender offers to purchase for cash up
to $250,000,000 aggregate principal amount of its outstanding (i) 6.00% Senior
Notes due 2036 (CUSIP No. 69352J AK3), (ii) 6.20% Senior Notes due 2016 (CUSIP
No. 69352J AH0) and (iii) 5.40% Senior Notes due 2014 (CUSIP No. 69352J AF4)
(together, the “Notes”), on the terms, and subject to the conditions, set forth
in the Offer to Purchase dated February 17, 2009 (the “Offer to Purchase”) and
the accompanying Letter of Transmittal.
Morgan
Stanley & Co. Incorporated and Wachovia Capital Markets, LLC are acting as
Dealer Managers for the tender offer.
The
offers are being made solely by means of the Offer to Purchase and Letter of
Transmittal. Under no circumstances shall this Current Report on Form
8-K constitute an offer to purchase or the solicitation of an offer to sell
Notes or any other securities of the Company.
A copy of
the Company’s press release announcing the commencement of the offers is
attached hereto as Exhibit 99.2 to this report and is hereby incorporated by
reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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PPL
Energy Supply, LLC Offer to Purchase, dated February 17,
2009.
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99.2
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Press
Release of the Company, dated February 17, 2009, announcing the
commencement of offers to purchase the
Notes.
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SIGNATURE
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.
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PPL
CORPORATION
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By:
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/s/
J. Matt Simmons, Jr.
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J.
Matt Simmons, Jr.
Vice
President and Controller
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PPL
ENERGY SUPPLY, LLC
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By:
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/s/
J. Matt Simmons, Jr.
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J.
Matt Simmons, Jr.
Vice
President and Controller
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Dated: February
18, 2009
