0000040779-01-500086.txt : 20011101 0000040779-01-500086.hdr.sgml : 20011101 ACCESSION NUMBER: 0000040779-01-500086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011029 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011030 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: 1934 Act SEC FILE NUMBER: 001-06047 FILM NUMBER: 1770647 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 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: 1934 Act SEC FILE NUMBER: 001-03522 FILM NUMBER: 1770648 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 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: 1934 Act SEC FILE NUMBER: 002-27099 FILM NUMBER: 1770649 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE STREET 2: MUHLENBERG TOWNSHIP CITY: READING STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 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: 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: 1934 Act SEC FILE NUMBER: 001-03141 FILM NUMBER: 1770650 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE CITY: READING 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: 19640-0001 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 EX-99 3 gpu_8k-103001exindex.txt EXHIBIT INDEX EXHIBITS TO BE FILED BY EDGAR ----------------------------- (c) 1 GPU, Inc. News Release, dated October 29, 2001. (c) 2 FirstEnergy Corp. News Release, dated October 29, 2001. EX-99 4 gpu_8k-103001exc1.txt EXHIBIT (C) 1 Exhibit (c) 1 GPU News Release October 29, 2001 NOTICE TO GPU SHAREHOLDERS OF EXCHANGE RATIO AND ELECTION DEADLINE SEC Approves FirstEnergy Merger Morristown, NJ - GPU, Inc. (NYSE: GPU) announced today that the U.S. Securities and Exchange Commission (SEC) has approved the merger of GPU and FirstEnergy Corp. (NYSE: FE) under the Public Utility Holding Company Act. This approval completes the regulatory approval process for the merger. The effective date for the merger has been set for November 7. Under the terms of the Merger Agreement, GPU shareholders may elect to receive, for each share of GPU common stock that they own, either $36.50 in cash or shares of FirstEnergy common stock. The number of FirstEnergy shares that a GPU shareholder will receive in exchange for a GPU share depends upon the average closing price of FirstEnergy common stock over a pre-determined 20-day trading period, but is limited to 1.2318 shares if that average price is $29.6313 or higher. With the November 7, 2001, merger effective date, the 20-day trading period ended on October 29, 2001, and resulted in an average closing price of $35.67. Consequently, 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 a result, GPU shareholders may receive a combination of cash or shares of FirstEnergy common stock different from their election. The forms of election of GPU shareholders must be received by the Exchange Agent, Mellon Investor Services, by the election deadline, which is 5 p.m., New York City time, on November 6, 2001. If shareholders fail to submit their forms of election by the election deadline, they lose their right to make an election, and the type of merger consideration they will receive - either cash or FirstEnergy shares or both - will be determined under the provisions of the Merger Agreement. Any questions regarding the merger exchange process should be directed to the Exchange Agent, Mellon Investor Services, at 1-800-279-1228. GPU, Inc., headquartered in Morristown, NJ, is a registered public utility holding company providing utility and utility-related services to customers throughout the world. GPU serves 4.6 million customers directly through its electric companies -- GPU Energy in the US, GPU Power UK in England, and Emdersa in Argentina. It serves an additional 1.4 million customers indirectly through GPU GasNet, its gas transmission subsidiary in Australia. The company's independent power project business units own interests in and operate seven projects in five countries. GPU's 2000 revenues were $5.2 billion and its total assets were more than $19 billion. GPU's other subsidiaries include MYR Group Inc., GPU Advanced Resources, Inc., GPU Nuclear, Inc., GPU Service, Inc. GPU Telcom Services, Inc. and GPU Diversified Holdings LLC. (http://www.gpu.com) ------------------------------------------------------------------------------ Contacts: Media: Investors: Ned Raynolds Joanne Barbieri 973-401-8294 973-401-8720 EX-99 5 gpu_8k-103001exc2.txt EXHIBIT (C) 2 Exhibit (c) 2 FirstEnergy Corp. News Release October 29, 2001 Notice to GPU Shareholders of Exchange Ratio and Election Deadline SEC Approves FirstEnergy Merger October 29, 2001 - H. Peter Burg, FirstEnergy Corp. chairman and chief executive officer, announced that today's approval by the U.S. Securities and Exchange Commission (SEC) completes the regulatory approval process for the merger of Akron, Ohio-based FirstEnergy (NYSE: FE) and Morristown, New Jersey-based GPU, Inc., and that FirstEnergy will begin combined operations of both companies on November 7. "We are pleased to have completed the complex approval process and now look forward to providing the many benefits of our merger to customers, shareholders and employees," said Mr. Burg. "As the nation's fourth largest investor-owned electric system, FirstEnergy will be even better positioned to provide customers with reliable and affordable electricity and a variety of energy-related services, to enhance the value of our shareholders' investment, and to offer expanded career opportunities for more employees than would have otherwise been possible." Under the terms of the Merger Agreement, GPU shareholders may elect to receive, for each share of GPU common stock that they own, either $36.50 in cash or shares of FirstEnergy common stock. The number of FirstEnergy shares that a GPU shareholder will receive in exchange for a GPU share depends upon the average closing price of FirstEnergy common stock over a pre-determined 20-day trading period, but is limited to 1.2318 shares if that average price is $29.6313 or higher. With the November 7, 2001, merger effective date, the 20-day trading period ended on October 29, 2001, and resulted in an average closing price of $35.67. Consequently, 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 a result, GPU shareholders may receive a combination of cash or shares of FirstEnergy common stock different from their election. The forms of election of GPU shareholders must be received by the Exchange Agent, Mellon Investor Services, by the election deadline, which is 5 p.m., New York City time, on November 6, 2001. If shareholders fail to submit their forms of election by the election deadline, they lose their right to make an election, and the type of merger consideration they will receive -- either cash or FirstEnergy shares or both -- will be determined under the provisions of the Merger Agreement. Any questions regarding the merger exchange process should be directed to the Exchange Agent, Mellon Investor Services, at 1-800-279-1228. The merger received nine regulatory approvals in addition to that of the SEC, including the Federal Energy Regulatory Commission and Nuclear Regulatory Commission in March, New York State Public Service Commission in April, Pennsylvania Public Utility Commission in June, and New Jersey Board of Public Utilities in September. In November 2000, both companies' shareholders overwhelmingly approved the merger, which was announced on August 8, 2000. FirstEnergy, which will be a registered utility holding company headquartered in Akron, Ohio, will continue trading its common stock on the New York Stock Exchange under the ticker symbol FE. Its various subsidiaries will have annual revenues of more than $12 billion, and electric sales of approximately 124 billion kilowatt-hours. Its seven electric utility operating companies -- Ohio Edison, The Illuminating Company, Toledo Edison, Metropolitan Edison, Pennsylvania Electric, Pennsylvania Power, and Jersey Central Power & Light -- serve 4.3 million customers in a 36,100-square-mile service area that stretches from the Ohio-Indiana border to the New Jersey shore. FirstEnergy subsidiaries and affiliates provide a wide range of energy and energy-related products and services, including the generation and sale of electricity; exploration and production of oil and natural gas; transmission and marketing of natural gas; mechanical and electrical contracting and construction; energy management; telecommunications; and e-commerce.