Filed by FirstEnergy Corp. Pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No.: 333-21011
Subject Company: FirstEnergy Corp.
August 8, 2000
FirstEnergy Corp.
Fact Sheet
Merger Agreement
-FirstEnergy will become a registered utility holding company.
-U.S. electric utility operating units - Ohio Edison, the Illuminating
Company, Toledo Edison Company, Pennsylvania Power Company and GPU
Energy.
-FirstEnergy's Chairman and CEO Peter Burg will be vice chairman and
remain CEO.
Fred D. Hafer, 59, GPU's chairman, president and CEO, will serve as
chairman until his retirement at age 62.
-Corporate headquarters remain in Akron, and the operating companies
retain their names and their principal offices will remain at their
current locations.
-Board will be comprised of 10 members of FirstEnergy's board and 6 from
GPU's.
-FirstEnergy shareholders retain their common stock; GPU shareholders
receive the equivalent of $36.50 for each share they own, payable in
cash or FirstEnergy stock.
FirstEnergy Statistics
-Nation's sixth largest investor-owned electric system, based on
customers served.
-Serving 4.3 million electric customers within 37,200 square miles of
OH, PA and NJ.
-State and local tax payments of $1.2 billion and 14,700 employees in
the region will make FirstEnergy one of each state's largest taxpayers
and employers.
-$12.0 billion in annual revenues, $38.6 billion in assets, 12,567
megawatts of generating capacity, and 103 transmission interconnections
with 14 electric systems in the region.
-Nation's fourth largest mechanical contracting and construction
business with 3,800 employees and approximately $1 billion in annual
revenues
Merger Benefits
-Expected to be accretive to earnings per share and cash flow
immediately upon completion.
-Larger enterprise with more resources should enhance near-term and
long-term value to shareholders, provide better service at competitive
prices to customers, continue the companies' strong traditions of
financial and volunteer support to communities, and offer better career
opportunities for employees than if the companies remained separate.
-Accelerates strategic goal of being premier retail energy and related
services provider in 13-state region in the northeastern quadrant of
U.S.
-Doubles customer base - the largest in PJM power pool - producing
larger market for generation, natural gas, telecommunications and
mechanical contracting and construction resources.
-Contiguous transmission and distribution networks.
-Synergies from joining operations and sharing of employee skills and
best practices.
-More diverse customer base.
<TABLE>
FirstEnergy and GPU: Facts At A Glance
---------------------------------------
<CAPTION>
Period Ended June 30, 2000 FirstEnergy GPU New FirstEnergy
<S> <C> <C> <C>
U.S. Customers 2.2 million 2.1 million 4.3 million
International Customers 0 2.7 million 2.7 million
Total Customers 2.2 million 4.8 million 7.0 million
U.S. Electric Utility
Employees 9,800 4,900 14,700
U.S. Non-Electric Utility
Employees 3,500 400* 3,900
International Employees 0 4,664 4,664
Total Employees 13,300 10,830 24,130
U.S. Service Area
(Square Miles) 13,200 24,000 37,200
U.S. Generating
Capacity (MW) 12,071 496 (equity) 12,567
International Generating
Capacity 0 1,557 (equity) 1,557
Total Capacity 12,071 2,053 (equity) 14,124
U.S. Peak Load (MW) 12,713 9,816 22,529
U.S. Capacity Factor 66.7% N/A
U.S. Transmission Line
Miles 8,752 6,000 14,752
U.S. Transmission
Interconnections 37 66 103
U.S. Distribution Line
Miles 55,932 62,000 117,932
U.S. Transmission
Substations 122 102 224
U.S. Distribution
Substations 628 942 1,570
Financial Highlights
12 Months Ended
June 30, 2000
Revenues $6.7 billion $5.3 billion $12.0 billion
Net Income $582 million $431 million**
Earnings Per Share $2.58 $3.52**
Current Annual Dividends
Per Share $1.50 $2.18
Common Shares Outstanding 228.6 million 122.9 million
Capital Expenditures $717 million $541 million $1.3 billion
U.S. Kilowatt-hours
Sold 70.8 billion 45.3 billion 116.1 billion
Financial Highlights
At June 30, 2000
Total Assets $18.1 billion $20.5 billion $38.6 billion
Total Common Equity $4.6 billion $3.2 billion
Book Value Per Share $20.67 $26.99
Closing Price (8/4/00) $26.94 $28.06
<FN>
* Approximate figure excludes contract union employees
**Normalized
</FN>
</TABLE>
Transaction Overview
Terms - GPU shareholders receive the equivalent of $36.50 for
each GPU share, payable in cash or FE common stock,
with stock portion tax free
- Holders of FE common stock will retain shares
- Accounted for as a purchase
Combined
Financials - Total assets of $38.6 billion; equity value of $8.5
billion
- Forms sixth largest investor-owned electric system in
U.S. based on total customers
- Transaction expected to be immediately accretive to
earnings and cash flow upon completion
Share Buy-Back - FE's program for repurchasing 15 million shares of
common stock through 2001 to continue, with 9.9
million shares acquired to date
Dividend - Policy to be set by Board, expected to be set
initially at FE's current annual dividend of $1.50 per
share
- GPU's current annual dividend is $2.18 per share
Synergies - Study not completed, but expected to be 5 % of the
combined annual non-generation O&M expenses
- Savings from elimination of duplicative activities,
improved operating efficiencies, better use of
generation assets and combination of work forces
Management
and Board - Fred D. Hafer, 59, GPU's chairman, president and CEO,
to become chairman until his retirement at age 62
- Peter Burg, 54, FE chairman and CEO, to become vice
chairman and remain CEO
- Other executive positions to be named by Board
- Board will consist of 10 members from FE's current
Board and 6 members from GPU's
Approvals - Shareholders of both companies
- SEC, FERC, FCC, NRC, HSR
- Will undertake any approvals that may be necessary in
Ohio, Pennsylvania and New Jersey
- Companies expect to complete the transaction by
mid-2001
Headquarters - FE to remain headquartered in Akron, Ohio
- Certain corporate functions may be located in NJ
- Principal operating companies will maintain current
offices
GPU CORPORATE PROFILE
August 2000
GPU, is a premier provider of utility services. GPU develops, owns and
operates transmission and distribution facilities globally, serving more
than 6 million customers around the world.
GPU's largest subsidiary is comprised of Jersey Central Power and Light
(JCP&L), Metropolitan Edison Company (Met-Ed) and Pennsylvania Electric
Company (Penelec) currently doing business as GPU Energy. These
operating companies have been supplying electricity to residents in New
Jersey and Pennsylvania for more than a century. Today, GPU Energy
annually provides approximately 44 billion kilowatt-hours of electricity
to more than 2 million customers in half the land areas of both states.
Midlands Electricity plc. (MEB) serves 2.2 million customers in central
England in an area covering more than 13,000 sq. km (8,000 sq. miles).
MEB owns and operates an infrastructure of 64,000 kilometers
(approximately 40,000 miles), 66% of it underground. Company annual sales
exceed 25 billion kilowatt hours of electricity, with an emphasis toward
continuous improvement of efficiency and reliability.
GPU GasNet encompasses 1,105 miles (1778 kilometers) of gas transmission
pipeline and consists of two separate networks, the Principal System and
the Western System. Both Systems supply all of the natural gas consumed
in the Australian state of Victoria, including the state's capital -
Melbourne. GPU GasNet's transmission network serves gas utility
providers, serving approximately 1.3 million residential consumers and
nearly 40,000 industrial and commercial customers. GPU GasNet represents
GPU's first major investment in a gas transmission company.
GPU Emdersa owns three electric distribution companies - Edesa, Edelar
and Edesal, located in northwest Argentina. The three companies serve
approximately 350,000 customers throughout a service territory of
approximately 124,000 square miles (320,000 square kilometers). The
service provinces of the three companies represent 4% of Argentina's
gross domestic product. Collectively the three companies are
experiencing an electricity demand growth rate of 6% per year.
GPU International (GPUI) is a global generation company that acquires,
develops and manages electric generation businesses. The GPUI portfolio
is comprised of assets with long-term contracts for the output of its
generation. The company has 22 plants, in production or development,
with a capacity of nearly 7,000 MW, located in Bolivia, Colombia,
Pakistan, Philippines, Turkey, United Kingdom and the United States.
GPUI also provides operation and maintenance services to new and
existing generation facilities, and it pursues an aggressive strategy of
process improvement to provide cost-effective energy supplies to its
customers.
GPU Service provides strategic leadership and corporate governance for
the corporation.
Strategic Initiatives, under the umbrella of GPU Service, identifies,
evaluates and initiates new business opportunities for GPU through the
introduction of new business, joint ventures, and acquisitions in
unregulated business sectors. Strategic Initiatives is an important link
to efficiency and growth for GPU. In corporate governance, the Service
group supports the financial, investor relations, accounting,
communications, legal and other corporate services for GPU, Inc. and
system companies.
GPU Advanced Resources, a non-regulated subsidiary of GPU, was formed to
provide energy and related services to retail customers. The mission of
GPU/AR is to work within deregulated environments to produce significant
savings for energy choice customers without compromising service.
GPU Telcom: GPU Telcom Services is a Telecommunications Infrastructure
Development and Management Company. GPU Telcom leverages its specialized
and unique knowledge of utility infrastructure in combination with
telecommunications needs to create new and significant value to the
telecommunications industry.
GPU Solar was formed in 1997 to pursue the rapidly growing market for
grid-connected solar electric power systems. Its mission is to offer
solar electric solutions for the solar electric power markets. While the
company continues its joint venture with AstroPower to market commercial
and residential grid-connected roof-top systems through AstroPower West,
GPU Solar is focusing on developing 50 kW to 200 kW power plants.
Management Talking Points
FirstEnergy/GPU Merger
- I'm pleased to be here to share some exciting news, especially now
that we can provide you with some information that addresses the
rumors you've been hearing.
- Now that we have a final agreement and the process is public, I can
tell you that we intend to acquire Morristown, New Jersey-based GPU,
Inc., a move that will make FirstEnergy the nation's sixth largest
electric utility holding company, based on customers served.
- FirstEnergy will remain headquartered in Akron, and Pete Burg will
serve as vice chairman and remain CEO. Fred Hafer, 59, GPU's
chairman, president and CEO, will serve as chairman until his
retirement at age 62.
- Our combination will add GPU Energy to the FirstEnergy family of
companies, doubling our customer base to 4.3 million and greatly
expanding our service area to a 37,200-square-mile area spanning
Ohio, New Jersey and Pennsylvania. Combined, our contiguous
transmission and distribution systems will have 103 transmission
interconnections with 14 electric systems.
- And, by adding GPU's mechanical contracting and construction
subsidiary, our Facilities Services Group will become the nation's
fourth largest facilities services enterprise with approximately
$1 billion in annual revenues and 3,900 employees
- This is a great strategic move for FirstEnergy, offering tremendous
growth opportunities in the 13-state region we've targeted for growth
that would be difficult to attain on our own.
- As a larger, stronger enterprise, we'll be better equipped to meet
the competitive and business challenges we face in the rapidly
changing energy industry.
- We'll need the help of talented employees to provide the high-quality
energy and related services it will take to succeed in our expanded
marketplace. That means improved career opportunities and added
responsibilities for more of our employees than would have been
possible otherwise.
- The merger must be approved by shareholders of both companies and by
various regulatory bodies. We hope to complete the merger by
mid-2001. Until then, FirstEnergy and GPU will operate
independently.
- To help answer employee questions, we're distributing a special
edition of Employee Update tomorrow morning, and we'll also post
information on our internal Web site.
- In addition, members of senior management will be conducting
company-wide employee meetings to discuss how the merger and our
transition plan support our corporate strategy.
- As most of you know from previous experiences, we have a great deal
of work ahead of us. But with your hard work and continued support,
we'll get the job done.
- Now, I'll open it up to questions.
Fred D. Hafer
Chairman, President and Chief Executive Officer
GPU, Inc.
Fred D. Hafer is chairman, president and chief executive officer of GPU,
Inc., a registered electric utility holding company headquartered in
Morristown, NJ.
GPU has three domestic utility subsidiaries--Jersey Central Power and
Light Company, Metropolitan Edison Company (Met-Ed) and Pennsylvania
Electric Company (Penelec)--that operate the largest electric
transmission and distribution system across Pennsylvania and New Jersey
under the trade name of GPU Energy.
In 1996 Mr. Hafer was elected president and COO of GPU, Inc., and in
1997 he was elected chairman, president and CEO. Preceding these
appointments, he held the positions of president for Met-Ed/Penelec and
Met-Ed, being named to those offices in 1994 and 1986, respectively.
Under Mr. Hafer's leadership, the companies were combined as part of
GPU's restructuring and its transformation into a strategically focused
infrastructure business.
A native of West Reading, PA, Mr. Hafer joined the GPU system in 1962 as
an engineering trainee. His extraordinary progression through the
company then ensued, and by 1970 he was named treasurer. In 1977 he was
appointed vice president of rate case management for GPU Service, Inc.
In that capacity he directed all federal and state regulatory activities
for Met-Ed, Penelec and Jersey Central Power & Light.
In addition to serving as chairman of GPU's board, Mr. Hafer presently
serves on the boards of the U.S. Chamber of Commerce, the New Jersey
State Chamber of Commerce, the Pennsylvania Chamber of Commerce, the
Association of Edison Illuminating Companies, the Edison Electric
Institute and the New Jersey Utilities Association. He is also a
director, previously serving as board chairman, of both the Pennsylvania
Electric Association and the Manufacturers Association of Berks County.
He also serves on numerous community boards including the Reading
Hospital and Medical Center and is a trustee for the Caron Foundation
and the Berks Talkline. Mr. Hafer is past chairman of Drug-Free
Pennsylvania, Inc. and has authored a publication entitled The Growing
Cost of Doing Nothing, which concludes that ignoring chemical dependency
in the workplace is far more expensive than managing it.
Mr. Hafer and his wife Martha have three sons.
FirstEnergy Announces Merger
Forming Nation's Sixth Largest Electric System
A new chapter begins for our Company with the announcement that we
have entered into a merger agreement under which FirstEnergy will
acquire all the outstanding shares of Morristown, NJ-based GPU, Inc.'s
common stock. FirstEnergy will remain headquartered in Akron. Chairman
and CEO Pete Burg will serve as vice chairman and remain CEO after the
merger. He will also head a merger implementation team that will soon be
formed. Fred D. Hafer, 59, chairman, president and CEO of GPU will serve
as chairman until his retirement at age 62. The Board of Directors will
be made up of 10 members from FirstEnergy's Board and 6 members from
GPU's.
Joining our companies will enable us to realize our strategic
vision of being the premier energy and related services provider in
the 13-state region of the northeastern quadrant of the nation. Our
combination will also add GPU Energy, which serves electric customers
in Pennsylvania and New Jersey, to the FirstEnergy family of companies.
The merger, which we hope to complete by mid-2001, will form a
larger, stronger enterprise with greater resources to enhance our value
to shareholders, provide our customers with better service at
competitive prices, continue our strong tradition of community support,
and provide employees with improved long-term career opportunities.
FirstEnergy will become the sixth largest investor-owned electric
system in the nation, based on customers served. We will serve 4.3
million customers within 37,200 square miles of Ohio, Pennsylvania and
New Jersey - from the Indiana border to the East Coast. Our combined
service area's economic vitality, along with the efficiencies and
savings from joining our operations, will benefit our customers and
communities now and in the future. After completion of the merger, our
increased size and scope should enable us to better meet the competitive
and business challenges we will face.
Additional information is being distributed today in a special
edition of Employee Update. Employee meetings will also be held soon to
help answer your questions, and information updates will be available on
the Company internal Web site. An employee information line has also
been set up. You can reach it by calling ext. 3773 in the General
Office, or 330-384-3773. The most frequently asked questions will be
included in future editions of Employee Update.
Communications Department
August 8, 2000
Employee Q & A
Q: Why was the merger proposed?
A: Our combination will add near-term and long-term value to
shareholders and customers, and improved career opportunities for
employees, that wouldn't otherwise be possible. It's a strong strategic
fit - helping us achieve our vision of being the premier energy and
related services provider in our 13-state region of the northeastern
quadrant of the nation; joining our contiguous transmission and
distribution networks; and doubling our customer base, which will
provide a natural market for our electricity, natural gas, facilities
services and telecommunications resources. And, with the earnings
growth and cost reductions we expect from our combination, the merger
will help us better meet the competitive and business challenges our
Company will face in the future.
Q: How will employees benefit from the merger?
A: FirstEnergy will need talented employees to provide customers with
high-quality electric service and other related services at competitive
prices and to enhance the value of our shareholders' investments. Over
the long term, that means improved career opportunities and added
responsibilities for more employees than would have been possible if our
companies remained separate.
Q: How will the merger benefit shareholders?
A: Shareholders will benefit from owning a larger company with more
resources to meet the challenges of a changing electric utility
industry. The merger is expected to be accretive to earnings and cash
flow immediately upon its completion, and will enhance earnings growth
potential. The merger should also enhance the long-term value of their
investment because it will better enable the companies to reduce costs,
lower debt, maximize operating efficiencies, and increase sales in their
contiguous service areas.
Q: Will shareholders vote on the merger?
A: Yes. The merger will require, among other things, a positive vote
representing a majority of each of FirstEnergy's and GPU's shares of
common stock. FirstEnergy has 228.6 million shares of common stock
outstanding and GPU has 122.9 million. The companies' articles of
incorporation determine the approval requirements. We expect to begin
soliciting proxies before the end of the year. Employees who own stock
through their 401(k) plans will also have the opportunity to vote on the
merger.
Q: Which company is acquiring the other?
A: This transaction is a merger of the two companies that provides for
FirstEnergy to acquire GPU's common stock.
Q: How will the merger affect dividends?
A: Until the merger has been completed, FirstEnergy shareholders will
continue to receive an annual dividend of $1.50 per share, and GPU
shareholders will continue to receive an annual dividend of $2.18 per
share. After the merger, the Board of Directors will determine the
dividend, but it is expected that initially it will be the same as
FirstEnergy's current annual dividend of $1.50 per share. The companies
understand the importance of providing shareholders with consistent
dividend payments and long-term growth in the value of their investment.
Q: Will Three Mile Island be a liability for FirstEnergy in the future?
A: GPU sold Unit 1 of the Three Mile Island nuclear plant to AmeriGen
Energy Company in December 1999. Decommissioning for Unit 2, which is
owned by GPU, has been fully funded and provided for in advance of the
transaction with FirstEnergy. This unit is permanently shut down and
defueled. It is expected to be decommissioned when its license expires
in 2014.
Q: What is the value of the merger?
A: Based on the closing prices of the companies' common stock on August
4, the merger has an equity value of $8.5 billion.
Q: Will the merger produce any savings?
A: The companies expect the merger to produce savings by eliminating
duplicative activities, improved operating efficiencies, improved
generation efficiency and the combination of our work forces. Our
review of such savings has not been finalized.
Q: Who will run FirstEnergy after completion of the transaction?
A: Pete Burg, our chairman and CEO, will become vice chairman and
remain CEO. Fred D Hafer, 59, GPU's chairman, president and CEO, will
become chairman until his retirement at age 62. Pete also will head up
the merger integration team. No other officers or employees have been
named.
Q: How will the new company be structured?
A: In addition to our subsidiaries, FirstEnergy will own GPU Energy,
which serves electricity customers in Pennsylvania and New Jersey.
FirstEnergy will remain headquartered in Akron, and some corporate
functions may remain in New Jersey. The electric utility operating
companies' principal offices will remain at their current locations.
Q: Will each electric utility operating company keep its own work force?
A: Yes. The electric utility operating companies and their employees
will continue to provide service to customers.
Q: What is GPU Energy?
A: GPU Energy is the named used for GPU, Inc.'s electric utility
operating companies in Pennsylvania and New Jersey - Metropolitan Edison
Co. (Met-Ed), Pennsylvania Electric Co. (Penelec), and Jersey Central
Power and Light (JCP&L) in New Jersey.
Q: How will this affect labor agreements?
A: All employee contracts, including labor agreements, will be honored.
Q: How many customers and employees do the companies have?
A: FirstEnergy has approximately 2.2 million electric utility customers
and about 9,800 utility employees and a total of 13,300 employees; GPU
has 2.1 million electric customers and approximately 4,900 utility
employees in the U.S., as well as 2.7 million customers and 4,700
employees, primarily in the United Kingdom, Argentina and Australia.
Q: What happens to 401(k) plans, incentive compensation plans, pension
plans and other benefits?
A: Current benefits and compensation plans will remain in place. A
merger integration team will review compensation programs to ensure that
our benefits going forward are commensurate with those needed to attract
and keep the best employees in a company as large as FirstEnergy will
be.
Q: How will the merger affect career opportunities for employees?
A: Employees of the existing companies will benefit from working for a
larger organization with more resources for success. Providing
customers with high-quality electric and other energy-related services at
competitive prices will take talented employees who will be given the
opportunity to advance and take on additional responsibilities.
Q: How long will it take to complete the merger?
A: We expect that the merger can be completed by mid-2001.
Q: How will the companies operate during this period?
A: Until the merger is complete, the companies will operate
independently. A merger integration team with representatives from both
companies will be established soon to evaluate how best to organize and
operate following the merger and to identify opportunities that may be
available before the merger is completed.
Q: How will FirstEnergy's Board of Directors be structured?
A: After completing the merger, the Board of Directors of FirstEnergy
will be made up of 10 members from FirstEnergy's Board and 6 members
from GPU's.
Q: What regulatory approvals are needed to complete the transaction?
A: The merger is conditioned, among other things, upon the approval of
each company's shareholders and various regulatory agencies, including
the Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission, the Federal Communications Commission and the Securities and
Exchange Commission, as well as any approvals in Ohio, Pennsylvania and
New Jersey that may be needed to complete the merger. The companies are
hopeful that the merger will be completed by mid-2001.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995
This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Investors are cautioned that
such forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the businesses of
FirstEnergy Corp. and GPU, Inc. are based on current expectations that
are subject to risks and uncertainties. A number of factors could cause
actual results or outcomes to differ materially from those indicated by
such forward-looking statements. These factors include, but are not
limited to, risks and uncertainties set forth in FirstEnergy's and GPU's
filings with the SEC, including risks and uncertainties relating to:
failure to obtain expected synergies from the merger, delays in obtaining
or adverse conditions contained in any required regulatory approvals,
changes in laws or regulations, economic or weather conditions affecting
future sales and margins, changes in markets for energy services,
changing energy market prices, availability and pricing of fuel and other
energy commodities, legislative and regulatory changes (including revised
environmental and safety requirements), availability and cost of capital
and other similar factors. Readers are referred to FirstEnergy's and
GPU's most recent reports filed with the SEC.
Additional Information and Where to Find It
In connection with the proposed merger, FirstEnergy Corp. and GPU, Inc.
will file a joint proxy statement / prospectus with the SEC. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT /
PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement / prospectus (when available) and other
documents filed by FirstEnergy and GPU with the SEC at the
(more)
SEC's Web site at http://www.sec.gov. Free copies of the joint proxy
statement / prospectus, once available, and each company's other filings
with the SEC may also be obtained from the respective companies. Free
copies of FirstEnergy's filings may be obtained by directing a request
to FirstEnergy Corp., Investor Services, 76 S. Main St., Akron, Ohio
44308-1890, Telephone: 1-800-736-3402. Free copies of GPU filings may
be obtained by directing a request to GPU, Inc., 310 Madison Avenue,
Morristown, New Jersey 07962, Telephone: 1-973-401-8204.
FirstEnergy, its directors, certain executive officers, and certain
other employees (Thomas M. Welsh, manager of Communications, and Kurt E.
Turosky, manager of Investor Relations) may be deemed under the rules of
the SEC to be "participants in the solicitation" of proxies from the
security holders of FirstEnergy in favor of the merger. FirstEnergy's
directors, and executive officers beneficially own, in the aggregate,
less than 1% of the outstanding shares of FirstEnergy common stock.
Security holders of FirstEnergy may obtain additional information
regarding the interests of the "participants in the solicitation" by
reading the joint proxy statement/prospectus relating to the merger when
it becomes available.
GPU, its directors (Theodore H. Black, Fred D. Hafer (Chairman; CEO and
President), Thomas B. Hagen, Henry F. Henderson, Jr., John M. Pietruski,
Catherine A. Rein, Bryan S. Townsend, Carlisle A.H. Trost, Kenneth L.
Wolfe and Patricia K. Woolf), certain executive officers (Ira H. Jolles
(Senior Vice President and General Counsel), Bruce L. Levy (Senior Vice
President and CFO) and Carole B. Snyder (Executive Vice President
Corporate Affairs)) and certain other employees (Jeff Dennard (Director
of Corporate Communications), Joanne Barbieri (Manager of Investor
Relations) and Ned Raynolds (Manager of Financial Communications)) may
be deemed under rules of the SEC to be "participants in the solicitation"
of proxies from the security holders of GPU in favor of the merger.
GPU's directors, and executive officers beneficially own, in the
aggregate, less than 1% of the outstanding shares of GPU common stock.
Security holders of GPU may obtain additional information regarding the
interests of "participants in the solicitation" by reading the joint
proxy statement/prospectus relating to the merger when it becomes
available.
www.firstenergycorp.com
www.GPU.com
