8-K 1 gpu_8k-103001.txt 8-K 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): October 29, 2001 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) 401-8200 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. ------------ On October 29, 2001, GPU, Inc. ("GPU") and FirstEnergy Corp. ("FirstEnergy") issued news releases announcing that they had received the required authorization from the Securities and Exchange Commission ("SEC") under the Public Utility Holding Company Act of 1935 to proceed with their pending merger. The companies also announced that the effective date of the merger is scheduled for November 7, 2001, and that the election deadline under their Agreement and Plan of Merger dated as of August 8, 2000, is 5 p.m., New York City time on November 6, 2001. In addition, based on the 20 day trading period ended on October 29, 2001, GPU shareholders electing FirstEnergy shares will receive 1.2318 shares of FirstEnergy common stock for each share of GPU common stock that they own. The elections by GPU shareholders are subject to proration if the total elections would result in more than one-half of the GPU common stock being exchanged for either cash or FirstEnergy shares, as set forth in the merger agreement. As a result, GPU shareholders may receive a combination of cash or shares of FirstEnergy common stock different from their election. GPU's and FirstEnergy's news releases are annexed as exhibits. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND ---------------------------------------------------------- EXHIBITS. --------- (c) Exhibits 1. GPU, Inc. News Release, dated October 29, 2001. 2. FirstEnergy Corp. News Release, dated October 29, 2001. 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 30, 2001