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
Employees who called our merger question line had good questions about
our planned merger with GPU. We hope to complete the merger by mid-2001
following, among other things, approvals from each company's shareholders
and various regulatory agencies.
Here are answers to some of the most commonly asked questions:
Q: What's the status of GPU's ownership in Three Mile Island?
A: GPU sold Unit 1 of the Three Mile Island nuclear plant to AmerGen
Energy Company in December 1999. Unit 2 is permanently shut down and
defueled. GPU has provided funds for Unit 2's decommissioning, expected
to start when its license expires in 2014.
Q: When the merger with GPU is completed, we'll double our electric
utility customer base and serve 4.3 million customers. How will we meet
this extra customer demand?
A: We're confident we can meet our system's changing needs, including a
successful merger with GPU. We will continue to analyze the optimal
combination of long- and short-term power purchases, including possibly
acquiring new generation - within the context of changing market,
weather, and regulatory conditions. After the merger is approved, the
fact that GPU has minimal generation could enable us to reach a much
broader customer base for some of our existing capacity.
Also, we have a number of peaking units in our portfolio. More are
planned, and one has just been completed: Unit 5 of the Richland
generating plant near Defiance. Keep in mind that although the customer
bases of FirstEnergy and GPU are very similar, the two systems do not
necessarily peak at the same time - a benefit in meeting peak customer
needs. In short, we'll put to best advantage our baseload and peaking
capacity as well as long- and short-term purchase-power contracts, and
look into purchasing more generation.
Q: Will GPU employees be offered positions at any FirstEnergy
facilities?
A: Our merger agreement with GPU states that FirstEnergy will consider
GPU employees for positions at FirstEnergy resulting from the merger
using criteria including, among other things, previous work history, job
experience, and qualifications. To determine answers to many
organizational questions, Chairman and CEO Pete Burg is heading up the
merger integration team's steering committee. The committee's vice
chairman is Fred Hafer, GPU's chairman, president, and CEO. Three other
senior management members will be on the committee - one person from GPU
and two from FirstEnergy. The merger integration team will recommend and
ultimately help implement the organizational structure.
Q: Are there any plans to combine the System Control centers for GPU and
FirstEnergy?
A: The merger integration team will determine the most appropriate way
to dispatch power for our combined system.
MERGER QUESTION LINE
We encourage you to call our merger question line: 825/3773 or 330-384-
3773. You don't have to give your name. We'll answer the most-asked
questions in Employee Update.
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.
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 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: 1-973-401-8720.
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, John M. Pietruski, Robert Pokelwaldt,
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.
