<PAGE>
RULE NO. 424(b)(3)
REGISTRATION NO. 33-56475
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE +
+SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE +
+TIME A FINAL PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE +
+DELIVERED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL +
+NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR +
+SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH +
+OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR +
+QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS SUPPLEMENT ISSUED November 22, 1995 (Subject to Completion)
(To Prospectus dated June 7, 1995)
3,500,000 Shares
General Public Utilities Corporation
COMMON STOCK
-----------
ALL OF THE SHARES OF COMMON STOCK BEING OFFERED HEREBY ARE BEING SOLD BY
THE COMPANY. THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK
STOCK EXCHANGE UNDER THE SYMBOL "GPU." ON NOVEMBER 21, 1995, THE
REPORTED LAST SALE PRICE OF THE COMMON STOCK ON THE NEW
YORK STOCK EXCHANGE WAS $31 1/4.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
PRICE $ A SHARE
-----------
<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(1) COMPANY(2)
------ -------------- ----------
<S> <C> <C> <C>
Per Share..................................... $ $ $
Total(3)...................................... $ $ $
</TABLE>
- -----
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company has granted to the Underwriters an option, exercisable within
30 days of the date hereof, to purchase up to an aggregate of 500,000
additional shares of Common Stock at the price to public less
underwriting discounts and commissions for the purpose of covering over-
allotments, if any. If the Underwriters exercise such option in full, the
total price to public, underwriting discounts and commissions and
proceeds to Company will be $ , $ and $ , respectively. See
"Underwriters."
-----------
The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters. It is
expected that delivery of the Shares will be made on or about December , 1995
at the office of Morgan Stanley & Co. Incorporated, New York, N.Y., against
payment therefor in New York funds.
-----------
MORGAN STANLEY & CO.
Incorporated
GOLDMAN, SACHS & CO.
DEAN WITTER REYNOLDS INC.
December , 1995
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND PROSPECTUS SUPPLEMENT, IN CONNECTION WITH THE OFFER CONTAINED
HEREIN, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
UNDERWRITER OR DEALER FOR THE ADDITIONAL COMMON STOCK. NEITHER THE DELIVERY OF
THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN
IN THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT. THIS PROSPECTUS AND PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY BY ANYONE IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Supplement Summary.............................................. S-3
Recent Developments........................................................ S-4
Use of Proceeds............................................................ S-5
Price Range of Common Stock and Dividends.................................. S-5
Underwriters............................................................... S-6
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Certain Consolidated Financial Information................................. 3
The Company................................................................ 4
Price Range of Common Stock and Dividends.................................. 5
Use of Proceeds............................................................ 5
Description of Common Stock................................................ 5
Plan of Distribution....................................................... 6
Experts.................................................................... 6
Legal Matters.............................................................. 6
</TABLE>
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER- ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-
COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
S-2
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus Supplement and the
accompanying Prospectus or incorporated by reference herein or therein. The
documents so incorporated by reference are available from the Company upon
request. The information contained in this Prospectus Supplement assumes that
the Underwriters' over-allotment option is not exercised.
THE COMPANY
General Public Utilities Corporation (the "Company"), a Pennsylvania
corporation organized in 1946, is a holding company registered under the Public
Utility Holding Company Act of 1935 (the "1935 Act"). The Company does not
operate any utility properties directly, but owns all of the outstanding common
stock of three electric utilities serving customers in New Jersey--Jersey
Central Power & Light Company--and Pennsylvania--Metropolitan Edison Company
("Met-Ed") and Pennsylvania Electric Company ("Penelec"). The business of these
subsidiaries (the "Subsidiaries") consists predominantly of the generation,
transmission, distribution and sale of electricity. The Company also owns all
of the common stock of GPU Service Corporation, a service company; GPU Nuclear
Corporation, which operates and maintains the nuclear units of the
Subsidiaries; and Energy Initiatives, Inc., EI Power, Inc. and EI Energy, Inc.
(together with their respective subsidiaries, "EI"), which develop, own and
operate generation and distribution facilities in the United States and in
foreign countries. The Company and the Subsidiaries are seeking approval from
the Securities and Exchange Commission under the 1935 Act to organize GPU
Generation Corporation as a wholly-owned subsidiary of the Company to operate
and maintain the Subsidiaries' fossil-fueled and hydroelectric generating
facilities. The income of the Company consists almost exclusively of earnings
on the common stock of the Subsidiaries.
The electric generating and transmission facilities of the Subsidiaries are
physically interconnected and are operated as a single integrated and
coordinated system serving a population of approximately five million in New
Jersey and Pennsylvania. For the twelve months ended September 30, 1995, the
Subsidiaries' revenues were about equally divided between Pennsylvania
customers and New Jersey customers. During the twelve months ended September
30, 1995, residential sales accounted for about 42% of operating revenues from
customers and 35% of kilowatt-hour ("KWH") sales to customers; commercial sales
accounted for about 34% of operating revenues from customers and 33% of KWH
sales to customers; industrial sales accounted for about 22% of operating
revenues from customers and 29% of KWH sales to customers; and sales to rural
electric cooperatives, municipalities (primarily for street and highway
lighting) and others accounted for about 2% of operating revenues from
customers and 3% of KWH sales to customers. The Subsidiaries also make
interchange and spot market sales of electricity to other utilities.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered.... 3,500,000 shares
Common Stock to be
outstanding after
offering................ 119,873,614
Use of proceeds......... The net proceeds of the sale of the shares offered hereby
(the "Additional Common Stock") will be used by the
Company (i) to make cash capital contributions to the
Subsidiaries and (ii) to repay outstanding short-term
indebtedness of the Company. See "Use of Proceeds."
New York Stock Exchange
symbol.................. GPU
Reported last sale price
of the Common Stock on
November 21, 1995....... $31 1/4
Current indicated annual
dividend rate per share
of Common Stock......... $1.88
</TABLE>
S-3
<PAGE>
RECENT DEVELOPMENTS
Summary Results of Operations. For the nine months ended September 30, 1995,
net income was $370.8 million, or $3.20 per share, compared to net income of
$108.9 million, or $.95 per share, for the same period last year. The increase
in the nine months earnings was due primarily to the reversal of $104.9 million
(after-tax), or $.91 per share, of certain future Three Mile Island Unit 2
("TMI-2") retirement costs written-off by Met-Ed and Penelec in the second
quarter of 1994. The reversal of the TMI-2 write-off resulted from a
Pennsylvania Supreme Court decision that overturned a 1994 Pennsylvania
Commonwealth Court order, and restored a March 1993 Pennsylvania Public Utility
Commission order that allowed Met-Ed to recover certain future TMI-2 retirement
costs from customers. Partially offsetting this was a charge to income of $8.4
million (after-tax), or $.07 per share, of TMI-2 monitored storage costs which
Met-Ed and Penelec believe will not be recoverable through Pennsylvania rate
making. In addition, net income for the first nine months of 1994 included
several one-time items that resulted in a net after-tax earnings reduction of
$164.7 million, or $1.43 per share. Total revenues for the nine months ended
September 30, 1995 increased 2.4% to $2.9 billion, as compared to the same
period last year. This was due primarily to an increase in energy revenues,
which do not affect earnings, primarily from higher energy cost rates and
increased sales to other utilities, and an offsetting decrease in kilowatt-hour
revenues (excluding energy portion) due to lower residential sales. The
decrease in other operating and maintenance expenses of approximately 17.6% was
primarily attributable to a one-time $127 million (pre-tax) charge in 1994
related to early retirement programs. Also contributing to the reduction were
payroll and benefits savings from the retirement programs and lower 1995 winter
storm repair costs.
Foreign Acquisitions. In October and November 1995, EI continued to augment
its international holdings. On November 22, 1995, EI, pursuant to a Consortium
Agreement with The Australian Gas Light Company ("AGL"), completed its
acquisition of Solaris Power Ltd., a Melbourne-based electric distribution
company, for a total purchase price of approximately $712 million, of which
EI's 50% share is $356 million. EI and AGL each has an equity investment in
Solaris Power of approximately $112 million, with the balance of the purchase
price provided by borrowings from an Australian bank syndicate. Solaris Power,
which provides electric service to more than 230,000 customers in and around
northwestern Melbourne, was sold by the Government of Victoria through a
competitive bid as part of the government's privatization of the electric
industry. In addition, on October 26, 1995, EI, along with its development
partners, completed the financing for the acquisition of a 240 megawatt gas-
fired generating plant in Barranquilla, Colombia, and to begin construction of
a new 750 megawatt gas-fired plant adjacent to the existing plant. Electricity
generated by these plants will be sold under a 20 year contract. Total project
costs, including the acquisition of the existing plant, are approximately $750
million, of which EI's equity contribution is expected to be approximately $65
million. EI has agreed to make additional equity contributions to the project
of up to $58 million under certain circumstances. As of the date hereof, after
giving effect to the acquisition of Solaris Power, the Company's investment in
EI totaled $208 million and the Company had outstanding guarantee obligations
on EI commitments amounting to approximately $239 million.
For further information with respect to these and other matters, reference is
made to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 which is incorporated herein by reference.
S-4
<PAGE>
USE OF PROCEEDS
The net proceeds of the sale of the Additional Common Stock will be used by
the Company (i) to make cash capital contributions to the Subsidiaries, which
in turn will apply such funds to repay outstanding short-term indebtedness,
with any excess to be used by the Subsidiaries for construction purposes or for
other corporate purposes, and (ii) to repay outstanding short-term indebtedness
of the Company, having a current weighted average interest rate of 6.09% per
annum, including indebtedness incurred to fund a portion of the cost of EI's
acquisition of Solaris Power Ltd. See "Recent Developments."
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York Stock Exchange. The
following table shows the range of the high and low sales prices of the Common
Stock based on New York Stock Exchange Composite Transactions as reported in
The Wall Street Journal and the dividends paid for the periods indicated.
<TABLE>
<CAPTION>
DIVIDENDS
YEAR HIGH LOW PER SHARE
---- ------- ------- ---------
<S> <C> <C> <C>
1993 First Quarter.............................. $30 1/4 $25 3/4 $.40
Second Quarter............................... 32 3/8 28 5/8 .40
Third Quarter................................ 34 3/4 31 5/8 .425
Fourth Quarter............................... 34 28 3/4 .425
1994 First Quarter.............................. 30 7/8 27 5/8 .425
Second Quarter............................... 31 5/8 26 .45
Third Quarter................................ 27 1/2 23 3/4 .45
Fourth Quarter............................... 26 7/8 24 .45
1995 First Quarter.............................. 30 5/8 26 1/4 .45
Second Quarter............................... 31 28 1/4 .47
Third Quarter................................ 31 1/4 28 1/8 .47
Fourth Quarter (through November 21, 1995)... 32 3/8 30 5/8 --
</TABLE>
On November 21, 1995, the last sale price of the Common Stock was $31 1/4 per
share.
Dividend declaration dates are the first Thursdays of April, June, October
and December. Dividend payment dates fall on the last Wednesdays of February,
May, August and November.
S-5
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the
Underwriters named below have severally agreed to purchase, and the Company has
agreed to sell to them, severally, the respective number of shares of
Additional Common Stock set forth opposite their respective names below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Morgan Stanley & Co. Incorporated...............................
Goldman, Sachs & Co. ...........................................
Dean Witter Reynolds Inc. ......................................
---------
Total......................................................... 3,500,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Additional Common Stock are
subject to the approval of certain legal matters by their counsel, and to
certain other conditions. The Underwriters are committed to take and pay for
all of the Additional Common Stock (other than shares covered by the
Underwriters' over-allotment option described below) if any such Additional
Common Stock is taken, provided that, under certain circumstances relating to a
default of one or more Underwriters, less than all of such Additional Common
Stock may be purchased.
The Underwriters initially propose to offer part of the Additional Common
Stock directly to the public at the price to public set forth on the cover page
hereof and part to certain dealers at a price that represents a concession not
in excess of $ a share under the public offering price. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of $ a share
of Additional Common Stock to other Underwriters or to certain other dealers.
After the initial offering of the Additional Common Stock, the offering price
and other selling terms may be varied from time to time by the Underwriters.
The Company has granted to the Underwriters an option, exercisable at any
time for 30 days from the date of the Underwriting Agreement, to purchase up to
an additional 500,000 shares of Common Stock at the public offering price set
forth on the cover page hereof, less the underwriting discounts and
commissions. The Underwriters may exercise such option solely for the purpose
of covering over-allotments, if any, incurred in the sale of the Additional
Common Stock. To the extent such option is exercised, each of the Underwriters
will become obligated, subject to certain conditions, to purchase approximately
the same percentage of such additional shares of Common Stock as the number set
forth next to such Underwriter's name on the preceding table bears to the total
number of shares offered hereby.
From time to time certain of the Underwriters named on the cover page of this
Prospectus Supplement have been retained to provide, and continue to provide,
investment banking services to the Company and its affiliates.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
S-6
<PAGE>
PROSPECTUS
5,000,000 SHARES
GENERAL PUBLIC UTILITIES CORPORATION
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
----------------
General Public Utilities Corporation (the "Company") may offer, from time to
time, up to 5,000,000 shares (the "Additional Common Stock") of its Common
Stock, par value $2.50 per share. The Additional Common Stock may be offered in
amounts, at prices and on terms to be determined at the time of offering, which
will be set forth in a Prospectus Supplement relating thereto (a "Prospectus
Supplement"). The Common Stock of the Company is, and the Additional Common
Stock is expected to be upon notice of issuance, listed on the New York Stock
Exchange (Symbol: GPU). On June 5, 1995, the last reported sale price of the
Company's Common Stock on the New York Stock Exchange was $30 7/8 per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Additional Common Stock may be sold to or through underwriters or dealers
as designated from time to time. In addition, the Company may sell the
Additional Common Stock to one or more agents for its or their own accounts or
for resale. See "Plan of Distribution". The names of any such underwriters,
agents or dealers involved in the sale of the Additional Common Stock in
respect of which this Prospectus is being delivered, the number of shares of
Additional Common Stock to be purchased by any such underwriters, agents or
dealers and any applicable commissions or discounts, or other terms of the
offering, will be set forth in a Prospectus Supplement. The net proceeds to the
Company will also be set forth in a Prospectus Supplement.
The date of this Prospectus is June 7, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its regional offices at 500 West
Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such material can also be inspected at the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, where the
Company's Common Stock is listed.
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFER CONTAINED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
IN ANY JURISDICTION IN WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the 1934 Act are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended December 31,
1994;
The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995; and
The Company's Current Report on Form 8-K dated April 20, 1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act prior to the termination of the offering of
the Additional Common Stock shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
----------------
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED
TO: INVESTOR RELATIONS, GENERAL PUBLIC UTILITIES CORPORATION, 100 INTERPACE
PARKWAY, PARSIPPANY, NEW JERSEY 07054-1149, (201) 263-6600.
2
<PAGE>
CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
TWELVE
MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH
-------------------------------- 31, 1995
1992 1993 1994 (UNAUDITED)
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Income Summary:
Operating Revenues............... $3,434,153 $3,596,090 $3,649,516 $3,626,279
Net Income....................... 251,636 295,673 163,688 116,283
Earnings Per Share............... 2.27 2.65 1.42 1.00
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1995
(UNAUDITED)
----------------------------------
DECEMBER 31, 1994 ACTUAL AS ADJUSTED (2)
------------------ ---------------- ----------------
AMOUNT % AMOUNT % AMOUNT %
----------- ------ ---------- ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Capital Structure:
Long-Term Debt
(including unamortized
net discount) (3)..... $ 2,436,582 44.6% $2,576,644 45.3% $2,576,644 43.2%
Subsidiary-Obligated
Mandatorily Redeemable
Preferred Securities.. 205,000 3.8 205,000 3.6 330,000 5.5
Preferred Stock
(including premium)... 248,116 4.5 248,116 4.4 248,116 4.2
Common Equity (4)...... 2,572,584 47.1 2,659,825 46.7 2,814,258 47.1
----------- ------ ---------- ----- ---------- -----
Total................ $ 5,462,282 100.0% $5,689,585 100.0% $5,969,018 100.0%
=========== ====== ========== ===== ========== =====
</TABLE>
- --------
(1) This information should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995.
(2) Reflects the sale of the Additional Common Stock offered hereby, the sale
in April 1995 of 1,898 shares of Common Stock pursuant to the Company's
Dividend Reinvestment and Stock Purchase Plan and the issuance and sale in
May 1995 of $125,000,000 stated value of mandatorily redeemable preferred
securities by a subsidiary of the Company.
(3) Includes obligations due within one year.
(4) The Company has 350,000,000 shares of Common Stock authorized, of which
115,265,134 shares were outstanding at March 31, 1995.
3
<PAGE>
THE COMPANY
The Company, a Pennsylvania corporation organized in 1946, is a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"1935 Act"). The Company does not operate any utility properties directly, but
owns all of the outstanding common stock of three electric utilities serving
customers in New Jersey--Jersey Central Power & Light Company--and
Pennsylvania--Metropolitan Edison Company ("Met-Ed") and Pennsylvania Electric
Company ("Penelec"). The business of these subsidiaries (the "Subsidiaries")
consists predominantly of the generation, transmission, distribution and sale
of electricity. The Company also owns all of the common stock of GPU Service
Corporation, a service company; GPU Nuclear Corporation, which operates and
maintains the nuclear units of the Subsidiaries; and Energy Initiatives, Inc.
and EI Power, Inc., which develop, operate and invest in cogeneration and other
non-utility power production facilities. The Company and the Subsidiaries are
seeking approval from the Commission to organize GPU Generation Corporation as
a wholly-owned subsidiary of the Company to operate and maintain the
Subsidiaries' fossil-fueled and hydroelectric generating facilities. Met-Ed
owns all of the common stock of York Haven Power Company, the owner of a small
hydroelectric generating station. Penelec owns all of the common stock of the
Waverly Electric Light & Power Company, the owner of electric distribution
facilities in the Village of Waverly, New York that are leased to Penelec. The
Subsidiaries own all of the common stock of the Saxton Nuclear Experimental
Corporation, which owns a small demonstration nuclear reactor that has been
partially decommissioned. The income of the Company consists almost exclusively
of earnings on the common stock of the Subsidiaries.
As a registered holding company, the Company is subject to regulation by the
Commission under the 1935 Act. Each Subsidiary's retail rates, conditions of
service and issuance of securities, as well as other matters relating to each
Subsidiary, are subject to regulation in the state in which such Subsidiary
operates--in New Jersey by the New Jersey Board of Public Utilities and in
Pennsylvania by the Pennsylvania Public Utility Commission. The Nuclear
Regulatory Commission regulates the construction, ownership and operation of
nuclear generating stations. The Subsidiaries are also subject to wholesale and
transmission rate and other regulation by the Federal Energy Regulatory
Commission under the Federal Power Act.
The electric generating and transmission facilities of the Subsidiaries are
physically interconnected and are operated as a single integrated and
coordinated system serving a population of approximately 5 million in New
Jersey and Pennsylvania. For the year 1994, the Subsidiaries' revenues were
about equally divided between Pennsylvania customers and New Jersey customers.
During 1994, residential sales accounted for about 42% of operating revenues
from customers and 36% of kilowatt-hour (KWH) sales to customers; commercial
sales accounted for about 34% of operating revenues from customers and 32% of
KWH sales to customers; industrial sales accounted for about 22% of operating
revenues from customers and 29% of KWH sales to customers; and sales to rural
electric cooperatives, municipalities (primarily for street and highway
lighting) and others accounted for about 2% of operating revenues from
customers and 3% of KWH sales to customers. The Subsidiaries also make
interchange and spot market sales of electricity to other utilities.
The area served by the Subsidiaries extends from the Atlantic Ocean to Lake
Erie, is generally comprised of small communities, rural and suburban areas and
includes a wide diversity of industrial enterprises, as well as substantial
farming areas. The Subsidiaries' transmission facilities are physically
interconnected with neighboring nonaffiliated utilities in Pennsylvania, New
Jersey, Maryland, New York and Ohio. The Subsidiaries are members of the
Pennsylvania-New Jersey-Maryland Interconnection (PJM) and the Mid-Atlantic
Area Council, an organization providing coordinated review of the planning by
utilities in the PJM area. The interconnection facilities are used for
substantial capacity and energy interchange and purchased power transactions as
well as emergency assistance.
The Company's address is 100 Interpace Parkway, Parsippany, New Jersey 07054-
1149 and its telephone number is (201) 263-6500.
4
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York Stock Exchange. The
following table shows the range of the high and low sales prices of the Common
Stock based on New York Stock Exchange Composite Transactions as reported in
The Wall Street Journal and the dividends paid for the periods indicated.
<TABLE>
<CAPTION>
DIVIDENDS
YEAR HIGH LOW PER SHARE
---- ------- ------- ---------
<S> <C> <C> <C>
1993First Quarter................................ $30 1/4 $25 3/4 $.40
Second Quarter................................ 32 3/8 28 5/8 .40
Third Quarter................................. 34 3/4 31 5/8 .425
Fourth Quarter................................ 34 28 3/4 .425
1994First Quarter................................ 30 7/8 27 5/8 .425
Second Quarter................................ 31 5/8 26 .45
Third Quarter................................. 27 1/2 23 3/4 .45
Fourth Quarter................................ 26 7/8 24 .45
1995First Quarter................................ 30 5/8 26 1/4 .45
</TABLE>
On June 5, 1995, the closing price of the Common Stock was $30 7/8 per share.
Dividend declaration dates are the first Thursdays of April, June, October
and December. Dividend payment dates fall on the last Wednesdays of February,
May, August and November.
USE OF PROCEEDS
The net proceeds of the sale of the Additional Common Stock will be used by
the Company to make cash capital contributions to its subsidiaries, which in
turn will apply such funds (i) to repay outstanding indebtedness, (ii) to
redeem outstanding senior securities, (iii) for construction purposes, (iv) for
other corporate purposes or (v) to reimburse their treasuries for funds
previously expended therefrom for such purposes. A portion of the net proceeds
may also be used to reimburse the Company's treasury for funds previously
expended therefrom to make such capital contributions, to repay outstanding
indebtedness of the Company, and for other corporate purposes.
DESCRIPTION OF COMMON STOCK
The holders of Common Stock, the only class of authorized capital stock of
the Company, are entitled to pro rata dividends when and if declared by the
Board of Directors. Each share is entitled to cumulative voting at all
elections of directors and to one vote for all other purposes and to share pro
rata in the Company's net assets in the event of liquidation.
The outstanding shares of the Company's Common Stock are, and, upon the
issuance thereof and payment therefor, the shares of Additional Common Stock so
issued will be, fully paid and non-assessable. The outstanding shares of the
Company's Common Stock are listed on the New York Stock Exchange, and it is
expected that the Additional Common Stock will be listed on the Exchange upon
notice of issuance.
The Company has 350,000,000 authorized shares of Common Stock, par value
$2.50 per share. At March 31, 1995, 115,265,134 shares were issued and
outstanding. Stockholders have no preemptive rights to subscribe for shares of
Common Stock.
The Transfer Agent and Registrar for the Common Stock is Chemical Bank, New
York, New York.
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<PAGE>
PLAN OF DISTRIBUTION
The Company may offer or sell Additional Common Stock to one or more
underwriters for public offering and sale by them. In addition, the Company may
sell the Additional Common Stock to one or more agents for its or their own
accounts or for resale. The Company may sell Additional Common Stock as soon as
practicable after effectiveness of the Registration Statement, provided that
favorable market conditions exist. Any such underwriter or agent involved in
the offer and sale of the Additional Common Stock will be named in an
applicable Prospectus Supplement.
Underwriters may offer and sell the Additional Common Stock at a fixed price
or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of Additional
Common Stock, underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions. Underwriters may
sell Additional Common Stock in block transactions to certain institutions or
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Any agent or
agents may resell the Additional Common Stock to one or more investors at
varying prices related to prevailing market prices at the time of resale, as
determined by such agent or agents.
Any underwriting compensation paid by the Company to underwriters in
connection with the offering of Additional Common Stock, any discounts,
concessions or commissions allowed by underwriters to participating dealers,
any discounts or commissions allowed or paid to any agents and any other terms
of the offering will be set forth in an applicable Prospectus Supplement.
Underwriters, agents and dealers participating in the distribution of the
Additional Common Stock may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Additional Common Stock may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933. Underwriters, agents and dealers
may be entitled, under agreement with the Company, to indemnification against
and contribution toward certain liabilities, including liabilities under the
Securities Act of 1933, and to reimbursement by the Company for certain
expenses.
Underwriters, agents and dealers may engage in transactions with, or perform
services for, the Company and/or any of its affiliates in the ordinary course
of business.
EXPERTS
The consolidated financial statements and financial statement schedules
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 are incorporated herein by reference in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in auditing and accounting. The report of
Coopers & Lybrand L.L.P., included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 incorporated herein by reference, contains
explanatory paragraphs related to a contingency which has resulted from the
accident at Unit No. 2 of the Three Mile Island nuclear generating station and
the required adoption of the provisions of the Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", and the
provisions of SFAS No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" in 1993.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Berlack, Israels
& Liberman LLP, New York, New York and for any underwriters or agents by
Winthrop, Stimson, Putnam & Roberts, New York, New York. Berlack, Israels &
Liberman LLP and Winthrop, Stimson, Putnam & Roberts may rely on Ballard Spahr
Andrews & Ingersoll, Philadelphia, Pennsylvania with respect to matters of
Pennsylvania law. Members and attorneys of Berlack, Israels & Liberman LLP own
an aggregate of 12,595 shares of the Company's Common Stock. In addition, one
such member holds 986 such shares as custodian for his children.
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