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.