-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VCqqppE9GtwYkkrZWLrgSFiJcjWqzYL7EZk/29t6Fz2nYahS7pL9qQQYUruhMhDw a146ymH2MwMNVYcbXFMliw== 0000040779-98-000101.txt : 19981023 0000040779-98-000101.hdr.sgml : 19981023 ACCESSION NUMBER: 0000040779-98-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981019 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981022 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPU INC /PA/ CENTRAL INDEX KEY: 0000040779 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135516989 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06047 FILM NUMBER: 98729282 BUSINESS ADDRESS: STREET 1: C/O GPU SERVICE INC STREET 2: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: C/O GPU SERVICE INC STREET 2: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 07962 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JERSEY CENTRAL POWER & LIGHT CO CENTRAL INDEX KEY: 0000053456 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 210485010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03141 FILM NUMBER: 98729283 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 2014558200 MAIL ADDRESS: STREET 1: C/O GPU ENERGY STREET 2: 2800 POTTSVILLE PIKE CITY: READING STATE: PA ZIP: 19640-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN EDISON CO CENTRAL INDEX KEY: 0000065350 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 230870160 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-51001 FILM NUMBER: 98729284 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE STREET 2: MUHLENBERG TOWNSHIP CITY: READING STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 2159293601 MAIL ADDRESS: STREET 1: C/O ENERGY GPU ENERGY STREET 2: 2800 POTTERVILLE CITY: READING STATE: PA ZIP: 19640-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA ELECTRIC CO CENTRAL INDEX KEY: 0000077227 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 250718085 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03522 FILM NUMBER: 98729285 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE READING STREET 2: MUHLENBERG TOWNSHIP CITY: BERKS COUNTY STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 MAIL ADDRESS: STREET 1: C/O GPU ENERGY STREET 2: 2800 POTTSVILLE PIKE CITY: READING STATE: PA ZIP: 19605-2459 8-K 1 8-K CO-REGISTRANT 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): October 19, 1998 Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. - ----------- ---------------------------- ------------------ 1-6047 GPU, Inc. 13-5516989 (a Pennsylvania corporation) 300 Madison Avenue Morristown, New Jersey 07962-1911 Telephone (973) 455-8200 1-3141 Jersey Central Power & Light Company 21-0485010 (a New Jersey corporation) 2800 Pottsville Pike Reading, Pennsylvania 19640-0001 Telephone (610) 929-3601 1-446 Metropolitan Edison Company 23-0870160 (a Pennsylvania corporation) 2800 Pottsville Pike Reading, Pennsylvania 19640-0001 Telephone (610) 929-3601 1-3522 Pennsylvania Electric Company 25-0718085 (a Pennsylvania corporation) 2800 Pottsville Pike Reading, Pennsylvania 19640-0001 Telephone (610) 929-3601 ITEM 5. OTHER EVENTS. ------------- As previously reported, on July 17, 1998, GPU entered into a letter of intent with AmerGen Energy Company LLC ("AmerGen"), a joint venture of PECO Energy Company and British Energy Company, setting forth the general terms and conditions for the sale to AmerGen of the Three Mile Island Unit No. 1 nuclear generating station ("TMI-1") for a purchase price of approximately $100 million, subject to certain adjustments. TMI-1 is owned by GPU's electric utility subsidiaries in the following percentages: Jersey Central Power & Light Company - - 25%; Metropolitan Edison Company - 50%; and Pennsylvania Electric Company - 25%. The letter of intent provided for a 90-day period during which AmerGen would complete its due diligence review of TMI-1 and the parties would attempt to negotiate definitive transaction agreements. On October 15, 1998, the GPU companies and AmerGen entered into definitive agreements for the sale of TMI-1. The closing of the transaction is subject to the receipt of various federal and state regulatory approvals, including from the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, the New Jersey Board of Public Utilities and the Pennsylvania Public Utility Commission. A copy of GPU's related news release is annexed as an exhibit. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND --------------------------------------------------------- EXHIBITS. --------- (c) Exhibits 1. GPU News Release, dated October 19, 1998. 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 THEREUNTO DULY AUTHORIZED. GPU, INC. JERSEY CENTRAL POWER & LIGHT COMPANY METROPOLITAN EDISON COMPANY PENNSYLVANIA ELECTRIC COMPANY By: /s/ T. G. Howson ----------------------------- T. G. Howson, Vice President and Treasurer Date: October 22, 1998 EX-99 2 EXHIBIT INDEX EXHIBIT TO BE FILED BY EDGAR ---------------------------- (c) 1. GPU News Release, dated October 19, 1998. EX-99 3 EXHIBIT (C) 1 Exhibit (c) 1 GPU News Release October 19, 1998 Due Diligence Completed On TMI Unit One, GPU, AmerGen Energy Reach Definitive - ----------------------------------------------------------------------------- Agreement - --------- First Of Its Kind Nuclear Plant Sale Moves A Step Closer To Completion MIDDLETOWN, Pa. -- October 19, 1998 -- In a major step forward toward completion of the sale of its Three Mile Island (TMI) Unit 1 Nuclear Generating Facility, GPU, Inc. (GPU) announced today it has signed a definitive asset purchase agreement with AmerGen Energy Company, owned jointly by PECO Energy Company and British Energy. The definitive agreement marks the successful completion of three months of on-site due diligence by a team of PECO Energy and British Energy personnel. The asset purchase agreement replaces the letter of intent signed when the process for the sale of the plant was begun on July 17. While there still are several significant regulatory approvals necessary before the sale can be completed, the transaction would mark the first ever sale of a nuclear power plant in the United States. Agencies which must approve the sale include the Nuclear Regulatory Commission, Federal Energy Regulatory Commission, Securities and Exchange Commission, Pennsylvania Public Utility Commission and New Jersey Board of Public Utilities. Target date for final regulatory approvals is mid-year 1999. Until the sale is completed, GPU will continue to be fully responsible for the operation of Unit 1. The sale does not include the shut down TMI Unit 2, which will continue to be owned by GPU. "This agreement advances GPU's strategy of growing in the infrastructure business and exiting the merchant generation business," said Fred D. Hafer, chairman, president and CEO of GPU. "It is also good for TMI Unit 1 to become part of an organization that is going to become a major nuclear operating company." "We are very pleased at the positive results of due diligence," said Dickinson Smith, AmerGen CEO. "We look forward to working with GPU Nuclear and its employees during the transition. I see a bright future for TMI Unit 1 and for AmerGen." Dr. Robin Jeffrey, president of AmerGen and British Energy's executive director, North America, said, "We promised our shareholders a well thought out deal which would add value. I believe due diligence has confirmed we have it. I'm confident that British Energy, working with our U.S. partners, can play a significant role in the developing competitive electric market." AmerGen was formed last year as a joint venture by PECO Energy, of Philadelphia, Pa., and British Energy, of Edinburgh, United Kingdom (U.K.), to purchase and operate nuclear plants in the U.S. Both have a strong commitment to the future of nuclear power and share similar operational cultures involving people, processes, safety and reliability. The definitive agreement affirms the sale price of $100 million -- $23 million for the reactor and $77 million, payable over five years, for the plant's nuclear fuel. The ultimate sale price will be partly determined by possible additional payments depending on the actual energy market clearing prices through 2010. AmerGen will assume full responsibility for the decommissioning of TMI Unit 1, which will be prefunded by GPU up to $320 million. The agreement includes a power purchase agreement in which GPU Energy, GPU, Inc.'s regulated energy delivery subsidiary, will purchase the energy and capacity from TMI Unit 1 from closing through December 31, 2001. TMI Unit 1 has one of the highest capacity factors of any nuclear plant in the world and twice set world records for continuous days of operation. Earlier this year, GPU Nuclear received the Utility Achievement Award from the American Nuclear Society for its achievements at TMI. PECO Energy is an electric and gas utility serving 1.5 million electric customers in the five-county Philadelphia area and 400,000 natural gas customers in four suburban counties. It is one of the nation's largest nuclear utilities, producing more than 34 billion kwh of electricity in 1997 at its Limerick and Peach Bottom generating stations. PECO Energy has set new nuclear performance standards in safety, availability and capacity factors, efficient refueling outages and low operating and maintenance costs. The company also owns and operates coal, natural gas, oil, landfill gas and hydro power plants. PECO Energy's Power Team operates a 24-hour energy trading floor with transactions in 47 states and Canada. British Energy provides over 20 percent of Britain's electricity and it is the U.K.'s largest generator. It is the owner and operator of 15 nuclear power reactors in the U.K., with 9,600 megawatts of generation, including seven advanced gas-cooled nuclear stations and one pressurized water reactor station. In July, 1996, British Energy was successfully privatized through a public offering of stock. The company has distinguished itself in nuclear operations through its outstanding safety record and by reducing costs and increasing output and profit following privatization. Headquartered in Edinburgh, Scotland, it has market capitalization of 4bn pounds and 5,300 employees. Its shares were the top performers in the U.K. FTSE 100 Share Index in 1997-98, a year during which its profits trebled. GPU, Inc., an electric utility holding company, recorded operating revenues of $4.1 billion in 1997. GPU Energy is the trade name for three operating utility subsidiaries - Metropolitan Edison, Pennsylvania Electric and Jersey Central Power & Light - which provide customer service, transmission and distribution services to nearly 2 million customers in Pennsylvania and New Jersey. The GPU International Group has ownership and interests in electricity distribution and supply business in England and Australia and generating facilities in six foreign countries. The company's generation operations are conducted by GPU Generation, Inc. and GPU Nuclear. Corporate functions are performed by GPU Services. - XX - - ----------------------------------------------------------------- Contact: Ralph DeSantis, (717) 948-8827 -----END PRIVACY-ENHANCED MESSAGE-----