-----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, DZCuFo8xPGbRhhBwUgfiAn8/EhtuEyw97iPSSEK9aJJ9XHDhYHnWHkYX4VYNEsPc yd/OPio1lrs7cxGMVDFmEA== 0000065350-96-000012.txt : 19961225 0000065350-96-000012.hdr.sgml : 19961225 ACCESSION NUMBER: 0000065350-96-000012 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961224 SROS: NYSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42651 FILM NUMBER: 96685890 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE STREET 2: MUHLENBERG TOWNSHIP CITY: BERKS COUNTY STATE: PA ZIP: 19605 BUSINESS PHONE: 2159293601 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE STREET 2: MUHLENBERG TOWNSHIP CITY: BERKS COUNTY STATE: PA ZIP: 19605 BUSINESS PHONE: 2159293601 SC 13E4/A 1 SCHEDULE 13E-4 AMEDMENT #2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 (AMENDMENT NO. 2) ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) METROPOLITAN EDISON COMPANY (NAME OF THE ISSUER AND PERSON(S) FILING STATEMENT) Cumulative Preferred Stock, 3.90% Series Cumulative Preferred Stock, 4.35% Series Cumulative Preferred Stock, 3.85% Series Cumulative Preferred Stock, 3.80% Series, and Cumulative Preferred Stock, 4.45% Series (TITLE OF CLASS OF SECURITIES) 591894-40-7 (Cumulative Preferred Stock, 3.90% Series) 591894-50-6 (Cumulative Preferred Stock, 4.35% Series) 591894-30-8 (Cumulative Preferred Stock, 3.85% Series) 591894-20-9 (Cumulative Preferred Stock, 3.80% Series), and 591894-60-5 (Cumulative Preferred Stock, 4.45% Series) (CUSIP NUMBER OF CLASS OF SECURITIES) T.G. HOWSON Vice President c/o GPU Service, Inc. 100 Interpace Parkway Parsippany, New Jersey 07054 (Tel. No. 201-263-6500) (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) November 13, 1996 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $15,370,104.24 $3,074.02 * Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value was calculated by multiplying 117,729 shares of Cumulative Preferred Stock, 3.90% Series, 33,249 shares of Cumulative Preferred Stock, 4.35% Series, 29,175 shares of Cumulative Preferred Stock, 3.85% Series, 18,122 shares of Cumulative Preferred Stock, 3.80% Series, and 35,637 shares of Cumulative Preferred Stock, 4.45% Series, by $62.40, $72.06, $63.77, $62.94, and $73.71, the respective per share purchase prices. [ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE, AND THE DATE OF ITS FILING. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A EXPLANATORY NOTE The Issuer Tender Offer Statement on Schedule 13E-4, as amended (the "Statement") originally filed by Metropolitan Edison Company on November 13, 1996 is hereby amended as set forth herein: EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION IN THE SCHEDULE 13E-4 REMAINS UNCHANGED (Capitalized terms used herein shall have the same meaning as the Offer to Purchase attached as Exhibit (d)(1) to the original Statement filed on November 13, 1996.) Item 8. Additional Information. The Issuer Tender Offer expired on December 13, 1996. The results of the Issuer Tender Offer were as follows: (i) 53,345 shares of the Cumulative Preferred Stock, 3.90% Series ($100 stated value) were tendered, representing 45.3% of the outstanding shares of such series; (ii) 10,732 shares of the Cumulative Preferred Stock, 4.35% Series ($100 stated value) were tendered, representing 32.3% of the outstanding shares of such series; (iii) 19,923 shares of the Cumulative Preferred Stock, 3.85% Series ($100 stated value) were tendered, representing 68.3% of the outstanding shares of such series; (iv) 10,140 shares of the Cumulative Preferred Stock, 3.80% Series ($100 stated value) were tendered, representing 56.0% of the outstanding shares of such series; (v) 20,297 shares of the Cumulative Preferred Stock, 4.45% Series ($100 stated value) were tendered, representing 57.0% of the outstanding shares of such series. Item 9. Material to be filed as Exhibits. Exhibit No. Description (a)(10) Press Release dated December 16, 1996. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: December 24, 1996 METROPOLITAN EDISON COMPANY By: /s/ T.G. Howson Name: T.G. Howson Title: Vice President EX-99 2 EXHIBIT INDEX EXHIBIT TO BE FILED BY EDGAR EXHIBIT NO. DESCRIPTION (a)(10) Press Release dated December 16, 1996 EX-99 3 EXHIBIT: PRESS RELEASE Date: December 16, 1996 Further Information: John T. Fidler, 201-263-6479 For Release: Immediately Release Number: 96-030 GPU Pleased with Tender Offer Results Parsippany, N.J., December 16, 1996 - Metropolitan Edison Company announced that its offer to purchase any and all shares of its outstanding preferred stock closed at midnight, EST, on Friday, Dec. 13, 1996. Terrance G. Howson, GPU vice president and treasurer, said, "We're very pleased with the response to our tender offer." A preliminary count from ChaseMellon Shareholder Services, L.L.C., the Depositary for the offer, indicated that share had been tendered in the following amounts: (i) Approximately 53,335 share of Cumulative Preferred Stock, 3.90% Series (stated value $100 per share), representing 45.3% of the outstanding shares of such series, including 80 shares tendered under the guaranteed delivery procedures; (ii) Approximately 10,732 shares of Cumulative Preferred Stock, 4.35% Series (stated value $100 per share), representing 32.3% of the outstanding shares of such series, including 180 shares tendered under the guaranteed delivery procedures; (iii) Approximately 19,923 share of Cumulative Preferred Stock, 3.85% Series (stated value $100 per share), representing 68.3% of the outstanding shares of such series, including 250 shares tendered under the guaranteed delivery procedures; 2 (iv) Approximately 10,140 shares of Cumulative Preferred Stock, 3.80% Series (stated value $100 per share), representing 56.0% of the outstanding shares of such series, including 260 shares tendered under the guaranteed delivery procedures; and (v) Approximately 20,297 shares of Cumulative Preferred Stock, 4.45% Series (stated value $100 per share), representing 57.0% of the outstanding shares of such series, including no shares tendered under the guaranteed delivery procedures. The actual number of shares tendered under the Offer to Purchase will depend on the final report of the depositary and subsequent confirmation of proper delivery, including confirmation of compliance with the guaranteed delivery procedures for shares tendered under such procedures. Met-Ed is a subsidiary of GPU, Inc. ### -----END PRIVACY-ENHANCED MESSAGE-----