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SEPTEMBER 14, 1998
Contact: Media Relations (610) 774-5997
PP&L Resources, Inc., Announces Preliminary Results of Dutch Auction Self-Tender Offer

ALLENTOWN, Pa.---PP&L Resources, Inc. (NYSE: PPL) announced Monday (9/14) the preliminary results of its Dutch Auction self-tender offer that expired Friday (9/11) at midnight, Eastern Daylight Time.

Based on a preliminary count by the depository for the offer, the company expects to purchase 17 million shares at $24.50 per share, said John R.Biggar, PP&L Resources senior vice president-Financial.

On Aug. 14, the company announced that it planned to purchase 17 million shares — or about 10 percent of its outstanding common stock — at a price to be determined within a range of $24.50 to $27 per share.

Based on the preliminary count, shareowners who tendered their shares at $24.50 will have shares purchased by the company. In addition, the company will purchase shares from those who tendered their shares at the price established by the Dutch Auction process.

Because about 34 million shares actually would qualify for purchase under the tender offer according to the preliminary count, the company will purchase 50 percent of the number of shares tendered by each holder, Biggar said. The only exception for this proration will be odd lots, which will be purchased in full.

"We are very pleased to have been able to provide our shareowners with a choice of options," Biggar said. "Those who tendered their shares received a premium price over where our stock has been generally trading during the course of the tender offer. Moreover, since a number of these shareowners may have desired to seek a more current yield-oriented stock based on our recent decision to reduce the dividend from its prior annualized level of $1.67 per share to the new level of $1.00 per share, this tender offer provided them with an opportunity to exit our stock on favorable terms.

"Those shareowners who remain, as well as new shareowners, will benefit from a potentially higher earnings per share growth rate, higher dividend growth rate and stock price appreciation than we have been able to provide in recent years," Biggar said.

Shares that were tendered in excess of the $24.50 purchase price or not purchased because of proration, will be returned as soon as practicable, said Biggar.

The determination of the actual number of shares to be purchased, the final proration factor and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Payment for shares accepted for payment will occur as soon as practicable after determination of the final proration factor and the number of shares properly tendered.

The company also announced Monday that it has authorized the purchase of up to 3 million shares of its common stock on the open market, depending on market conditions. After the purchase of shares through the Dutch Auctionself-tender, the company will have about 157 million shares of its common stock outstanding.

At the closing of the New York Stock exchange on Friday (9/11), PP&L Resources common stock was selling for $24.50 per share.