-----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, DhiKSLcyskkx5ovoqyhkiaaDC3GzgQJN9Xf/sSsTrbQn6F8QXMrcuKodTd9HhrBi zVWv4nShUqqCN3KgLQDlcQ== 0000040779-99-000067.txt : 19991203 0000040779-99-000067.hdr.sgml : 19991203 ACCESSION NUMBER: 0000040779-99-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991116 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991202 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: 99767937 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: 99767938 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 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: 99767939 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: 99767940 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 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): November 16, 1999 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 2. ACQUISITION OR DISPOSITION OF ASSETS. ------------------------------------- As previously reported, on October 29, 1998, following a competitive auction process, GPU, Inc.'s electric utility subsidiaries (Jersey Central Power & Light Company ("JCP&L"), Metropolitan Edison Company ("Met-Ed") and Pennsylvania Electric Company ("Penelec")), which are conducting business under the name GPU Energy ("GPUE"), entered into a series of agreements to sell substantially all of their fossil and hydroelectric generating stations to Sithe Energies, Inc. ("Sithe") for an aggregate purchase price of approximately $1.67 billion in cash, subject to certain pre-closing adjustments. Sithe also entered into transition power purchase agreements with the GPUE companies under which the GPUE companies can call, or Sithe can require the GPUE companies to purchase, capacity from these generating units at fixed prices through May 31, 2002. Following receipt of all regulatory and other approvals, the GPUE companies completed these sales to various subsidiaries of Sithe on November 24, 1999. In addition, as part of the transactions, Sithe acquired certain other associated assets and liabilities including all related contracts, inventories, fuel and certain intellectual property, as well as the stock of GPU Generation, Inc. (which has been renamed Sithe Northeast Management Inc.). GPU will apply the net proceeds of approximately $1.62 billion (JCP&L $416 million; Met-Ed $641 million; Penelec $558 million), after payment of related income taxes, to fund future stranded costs, invest in the reliability of the GPUE companies' utility network, reduce outstanding debt and repurchase GPU, Inc. common stock. The Company is not aware of any material relationships between Sithe and any of its affiliates and GPU and any of its affiliates, any director or officer of GPU or any associate of any such director or officer. A copy of the GPU's related news release is annexed as Exhibit 1, including a list of the generating stations and development sites sold to Sithe. ITEM 5. OTHER EVENTS. ------------ 1. Three Mile Island Litigation ---------------------------- As previously reported, on November 2, 1999, the U.S. Court of Appeals for the Third Circuit affirmed a 1996 U.S. District Court order dismissing ten initial "test cases" of the pending 2,100 personal injury claims brought against GPU, Inc. and the GPUE companies as a result of the March 1979 nuclear accident at Three Mile Island Unit No. 2, but set aside the District Court's dismissal of the remaining claims and remanded them to the District Court for further proceedings. On November 16, 1999, GPU, Inc. and the GPUE companies filed petitions with the Court of Appeals seeking a rehearing and reconsideration of the Court's decision regarding these remaining claims. The "test case" plaintiffs have also requested a rehearing, or rehearing en banc, of the Court's decision upholding the dismissal of their claims. There can be no assurance as to the outcome of these proceedings. 2. Class Action Litigation ----------------------- As previously reported, two class action lawsuits have been commenced in New Jersey Superior Court against GPU, Inc. and the GPUE companies, seeking both compensatory and punitive damages for alleged losses suffered due to major power outages and temporary service interruptions in JCP&L's service territory during the July 1999 severe heat storm. In response to GPU's demand for a statement of damages, the plaintiffs have stated that they are seeking damages of $700 million, subject to the results of pre-trial discovery. There can be no assurance as to the outcome of this litigation. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------- (b) Pro Forma Financial Information. The pro forma financial information required by Item 2 of Form 8-K has been previously furnished in Exhibit 99 to GPU's Annual Report on Form 10-K for the year ended December 31, 1998 and is incorporated herein by reference. (c) Exhibits: 1. GPU News Release, dated November 24, 1999, which includes a list of generating stations and development properties sold to Sithe. 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: December 2, 1999 EX-99 2 EXHIBIT INDEX EXHIBIT TO BE FILED BY EDGAR ---------------------------- (c) 1 GPU News Release, dated November 24, 1999, which includes a list of generating stations and development properties sold to Sithe. EX-99 3 EXHIBIT (C) 1 Exhibit (c) 1 News Release GPU, Inc. GPU Closes Sale of Generation Plants for $1.62 Billion MORRISTOWN, NJ--(BUSINESS WIRE) via NewsEdge Corporation -- GPU, Inc. (NYSE: GPU) announced today that it completed the sale of its remaining fossil-fueled and hydroelectric generating assets to Sithe Energies for $1.62 billion. The transaction involves 21 power plants with a generating capacity of 4,034 megawatts, 15 generation development properties, three support service organizations, and the Johnstown, PA office building. "The closing of this transaction, together with other pending agreements, will complete our planned exiting of the domestic merchant generation business and enable us to focus on our strategy of transmitting and distributing electricity and providing utility services," said Fred D. Hafer, chairman, president and chief executive officer of GPU. Hafer said GPU will use the proceeds from the sale to Sithe to fund future stranded costs, invest in the reliability of its utility electric network, reduce debt and repurchase common stock. GPU is currently awaiting final regulatory approval for the closing of its Three Mile Island Unit 1, nuclear generating plant in Pennsylvania and expects to complete the sale of Oyster Creek, its New Jersey nuclear generating plant, next spring. GPU, Inc. (NYSE:GPU), headquartered in Morristown, NJ, is a registered utility holding company providing utility and utility related services to customers throughout the world. GPU's electric and gas utility companies--GPU Energy, Midlands Electricity, GPU PowerNet, GPU GasNet and Emdersa--serve nearly 6 million customers in the United States, the UK, Australia and Argentina. The company's independent power project units own and operate 22 projects in 7 countries and the United States. GPU's 1998 revenues were $ 4.3 billion and its total assets were $16.3 billion. GPU's other subsidiaries include GPU Advanced Resources, Inc., GPU Generation, Inc., GPU Nuclear, Inc., GPU Service, Inc. and GPU Telcom Services, Inc. (http://www.gpu.com) Sithe Energies, founded in 1984, is 60 percent owned by Vivendi (F.VVN), France's largest services company, 29 percent owned by Marubeni Corporation, a major Japanese trading company, and 11 percent owned by management. Sithe currently operates 29 power plants in the United States and Canada. The New-York based company also has an extensive global portfolio of projects under operation, construction or active development worth $6 billion.
FACILITIES INCLUDED IN TRANSACTION ---------------------------------- Pennsylvania Facilities ----------------------- Stations City GPU Size GPU GPU Subsidiary (MW) Ownership Ownership Fuel Type - ---------------- --------------- ---------- ----- --------- --------- --------------- (%) (MW) Conemaugh New Florence Met-Ed 1,712 16% 282 Coal, Diesel Keystone Shelocta JCP&L 1,710 17% 285 Coal, Diesel Portland & Bangor Portland, Bangor Met-Ed 570 100% 570 Coal Ash Site Seward New Florence Penelec 197 100% 197 Coal Shawville Shawville Penelec 603 100% 603 Coal, Diesel Titus Birdsboro Met-Ed 274 100% 274 Coal Warren Warren Penelec 139 100% 139 Coal, Nat. Gas, #2 Oil CTs - --- Blossburg CT Tioga Penelec 19 100% 19 Nat. Gas Hamilton CT East Berlin Met-Ed 20 100% 20 #2 Oil Hunterstown CT Gettysburg Met-Ed 60 100% 60 Nat. Gas, #2 Oil Mountain CT Mount Holly Met-Ed 40 100% 40 Nat. Gas, #2 Oil Springs Orrtanna CT Gettysburg Met-Ed 20 100% 20 #2 Oil Shawnee CT East Stroudsburg Met-Ed 20 100% 20 #2 Oil Tolna CT Stewartstown Met-Ed 40 100% 40 #2 Oil Wayne CT Meadville Penelec 56 100% 56 #2 Oil Hydro - ----- Piney Clarion Penelec 27 100% 27 Hydro Development Sites - ----------------- Coho Lake City Penelec 0 100% 0 N/A East Sayre Bradford Penelec 0 100% 0 N/A Erie West Erie Penelec 0 100% 0 N/A Jackson Jackson Township Met-Ed 0 100% 0 N/A North Bangor North Hershey Bangor Met-Ed 0 100% 0 N/A Phillipsburg Hummelstown Met-Ed 0 100% 0 N/A Portland Phillipsburg Penelec 0 100% 0 N/A Adjacent Property Scottsville Meshoppen Penelec 0 100% 0 N/A Williamsburg Williamsburg Penelec 0 100% 0 N/A
New Jersey Facilities - --------------------- Stations City GPU Size GPU GPU Subsidiary (MW) Ownership Ownership Fuel Type - ---------------- ---------------- ------------ ------ ---------- --------- ----------- (%) (MW) Gilbert & Milford, NJ JCP&L 538 100% 538 Nat. Gas Hellertown Hellertown, PA Tank Farm Sayreville Sayreville JCP&L 453 100% 453 Nat. Gas, #2, #6 Oil CTs - ---- Glen Gardner CT Glen Gardner JCP&L 160 100% 160 Nat. Gas, #2 Oil Werner CT South Amboy JCP&L 212 100% 212 #2 Oil Reservior - --------- Merrill Creek Washington JCP&L, 0 100% 0 N/A Met-Ed Development Sites - ---------------- Atlantic Colts Neck JCP&L 0 100% 0 N/A East Flemington Flemington JCP&L 0 100% 0 N/A HC Theurk Mercer JCP&L 0 100% 0 N/A Pequest River Belvedere JCP&L 0 100% 0 N/A Pohatcong Hackettstown JCP&L 0 100% 0 N/A Maryland Facilities ------------------- Stations City GPU Size GPU GPU Subsidiary (MW) Ownership Ownership Fuel Type - ---------------- ---------------- ------------ ------ ---------- --------- ----------- (%) (MW) Deep Creek Oakland Penelec 19 100% 19 Hydro Support Facilities ------------------ Stations City GPU Size GPU GPU Subsidiary (MW) Ownership Ownership Fuel Type - ---------------- ---------------- ------------ ------ ---------- --------- ----------- (%) (MW) Brookville Brookville, PA Penelec 0 100% 0 N/A Mobile Maintenance Genco Johnstown, PA Penelec 0 100% 0 N/A Headquarters GPU Nuclear Reading, TMI, All 3 0 100% 0 N/A Laboratory Oyster Creek Companies
Closing Pending --------------- Stations City GPU Size GPU GPU Subsidiary (MW) Ownership Ownership Fuel Type - ---------------- ---------------- ------------ ------ ---------- --------- ----------- (%) (MW) Forked River CT Forked River, NJ JCP&L 66 100% 66 Nat. Gas, #2 Oil York Haven York, PA Met-Ed 19 100% 19 Hydro -XX- - ----------------------------------------------------------------- Contact: GPU - Ned Raynolds, (973) 455-8294
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