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.
EMPLOYEE UPDATE
MERGER QUESTION LINE
Q&A
Q: When the merger with GPU is complete, will FirstEnergy and
GPU's pension funds be merged as well?
A: That issue is one of many being evaluated during the
transition process. As soon as that answer is available,
we'll let you know.
Q: Following the completion of the merger with GPU, I
understand that FirstEnergy will become a registered holding
company with the U.S. Securities and Exchange Commission
(SEC) under the Public Utility Holding Company Act (PUHCA)
of 1935. What does this mean?
A: In response to the operational and economic problems
experienced by a number of utility holding companies during
the Depression of the 1930s, the PUHCA was passed in 1935.
FirstEnergy has been exempt from the provisions of the PUHCA
because its activities and those of its public utility
subsidiaries were predominantly confined to one state, Ohio.
However, the addition of the three GPU public utilities in
Pennsylvania and New Jersey and other GPU entities means
that FirstEnergy and its utility subsidiaries will no longer
be predominantly intrastate in character, and the exemption
will no longer apply. As a registered holding company, we
will be required to obtain SEC approval before engaging in
certain financings and before acquiring other businesses.
Also, as a registered holding company, FirstEnergy Corp.
itself may not provide services or products to its utility
subsidiaries but must use a services company to do so.
Q: I understand that GPU sold its transmission business in
Australia. Was that electric or gas transmission?
A: GPU PowerNet, an electric transmission company based in
Victoria, Australia, was sold to Singapore Power during the
second quarter of this year. That company had some 4,000
miles of transmission lines. Currently for sale is GPU
GasNet, a 1,105-mile gas transmission system also based in
Victoria that serves 1.3 million residential and 40,000
business customers. The sale is expected to be completed
within the next few months.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This publication 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 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
Securities and Exchange Commission.
Additional Information And Where To Find It
In connection with the proposed merger FirstEnergy Corp. and
GPU, Inc. have filed a preliminary joint proxy
statement/prospectus with the SEC. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THIS JOINT PROXY
STATEMENT/PROSPECTUS AND, WHEN IT BECOMES AVAILABLE, THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS. THE JOINT PROXY
STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the definitive
joint proxy statement/prospectus (when available) and other
documents filed by FirstEnergy and GPU with the SEC at the SEC's
Web site at http://www.sec.gov. Free copies of the definitive
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.
GPU, its directors (Theodore H. Black, Fred D. Hafer (Chairman:
CEO and President), Thomas B. Hagen, Robert Pokelwaldt, John M.
Pietruski, Catherine A. Rein, Bryan S. Townsend, Carlisle A.H.
Trost, Kenneth L. Wolfe and Patrick 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.
