GPU INC /PA/
8-K, 1998-10-02
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              -------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




Date of Report (date of
earliest event reported):                 September 23, 1998



Commission      Registrant, State of Incorporation,         I.R.S. Employer
File Number     Address and Telephone Number                Identification No.
- ----------      ----------------------------------          ------------------ 
1-6047          GPU, Inc.                                       13-5516989
                (a Pennsylvania corporation)
                300 Madison Avenue
                Morristown, New Jersey 07962-1911
                Telephone (973) 455-8200


1-446           Metropolitan Edison Company                     23-0870160
                (a Pennsylvania corporation)
                2800 Pottsville Pike
                Reading, Pennsylvania 19605
                Telephone (610) 929-3601


1-3522          Pennsylvania Electric Company                   25-0718085
                (a Pennsylvania corporation)
                2800 Pottsville Pike
                Reading, Pennsylvania 19605
                Telephone (610) 929-3601



<PAGE>





ITEM 5.     OTHER EVENTS.
            -------------
      As previously  reported,  on June 30, 1998 the Pennsylvania Public Utility
Commission  ("PaPUC") issued orders in the  restructuring  proceeding  involving
Metropolitan  Edition  Company  ("Met-Ed")  and  Pennsylvania  Electric  Company
("Penelec"). Met-Ed and Penelec subsequently filed appeals from such orders with
the  Pennsylvania  Commonwealth  Court and a  complaint  with the United  States
District  Court  challenging  the  orders on  various  constitutional  and other
grounds.

      On September 23, 1998, Met-Ed, Penelec, the PaPUC and other parties to the
restructuring  proceedings  entered into  Settlement  Agreements  resolving  all
issues between the parties.  On September 24, 1998, the PaPUC issued a Tentative
Order approving the Settlement Agreements. The Settlement Agreements provide:


- -     A Transmission & Distribution  tariff rate which provides adequate funding
      for  maintaining  the  reliability  of the  Met-Ed  and  Penelec  electric
      distribution systems;


- -     A rate reduction  from January 1, 1999 through  December 31, 1999, for all
      customers whether they shop for electricity or not (2.5 percent for Met-Ed
      customers and 3.0 percent for Penelec customers);


- -     The ability of all customers to participate in electric  choice on January
      1,  1999  --  two  years  sooner  than  called  for  in  the  Pennsylvania
      Electricity Competition Act;


- -     A greater  opportunity for savings than the original PaPUC orders provided
      for  customers  who  shop.  (Customers  will  receive  a higher  "price to
      compare"  or  "shopping  credit."  Customers  will save  money if they buy
      electricity  from  another  supplier  that  charges less than the price to
      compare.  The  average  price to compare  in 1999 will be 4.350  cents per
      kilowatt-hour  for Met-Ed,  or 16 percent higher than the PaPUC's original
      order, and 4.404 cents per kilowatt-hour for Penelec, or 18 percent higher
      than the PaPUC's original order.  Actual prices will vary by customer rate
      class);


- -     Adequate   assurance  of  full  recovery  of  the  above-market  costs  of
      government-mandated   contracts  to  buy  electricity   from   non-utility
      generators  (Beginning in 2005, the amount  collected  would be "trued up"
      for every five years over the lives of the contracts);


- -     A rate  cap  for the  cost of  delivering  electricity  (transmission  and
      distribution) until 2004,  three-and-one-half years longer than the period
      called for in the Competition Act (with the exception of a pending federal
      order requiring a transmission rate increase in Pennsylvania);

<PAGE>



- -     A rate cap for electricity purchased from GPU Energy, as provider of
      last resort, until 2010;


- -     PaPUC approval for Met-Ed and Penelec to sell their generating stations;


- -     Recovery of $658.14 million in stranded costs for Met-Ed over 12 years and
      $332.16 million for Penelec for over 11 years.  (These amounts reflect the
      effects of using the  estimated  net  proceeds  from  selling GPU Energy's
      generating  plants to reduce  stranded  costs and will be  adjusted by the
      actual amounts resulting from selling the plants.);


- -     $2.7 million assistance in 1999 for low-income customers of Met-Ed and
      $3.4 million assistance in 1999 for low-income Penelec customers;


- -     A sustainable  energy fund to promote the development and use of renewable
      energy and clean energy  technologies  with  one-time  payments in 1998 of
      $5.7 million for Met-Ed and of $6.4 million from Penelec customers;


- -     The ability of some customers who shop to choose another licensed supplier
      to provide  metering  services  beginning  January 1,  1999,  and  billing
      services beginning January 1, 2000; and


- -     A phase-in of  competitive  bidding  beginning no later than June 1, 2000,
      for other suppliers to be the "provider of last resort" for customers.


      In its  Tentative  Order,  the PaPUC  directed  that  parties  may  submit
comments to the terms of the  Settlement  Agreements by October 8, 1998.  Met-Ed
and Penelec expect the PaPUC to take final action on the  Settlement  Agreements
on October 16, 1998. As a result of the Settlement  Agreements,  the majority of
GPU's second quarter non-recurring charge of $2.16 per share will be reversed in
the third quarter.  In addition,  charges to account for specific effects of the
Settlement  Agreements  related to customer refunds and  environmental  payments
will also be  recorded in the third  quarter.  The net effect of all these items
will amount to a charge to year-to-date earnings of approximately $0.36 to $0.42
per share.  Details will be included  when results are  announced  for the third
quarter.  Met-Ed  and  Penelec  will  also  request  dismissal  of  the  pending
Commonwealth  Court and U.S.  District Court  litigation in accordance  with the
Settlement Agreement.

      A copy of GPU's  related  news  release  and the  PaPUC's  order  granting
tentative approval to the Settlement Agreements are attached as exhibits.



<PAGE>


Item 7.     Financial Statements, Pro Forma Financial Information and
Exhibits.

      (c)   Exhibits

            1. GPU Energy News Release, dated September 24, 1998.

            2. PaPUC Tentative Order, dated September 24, 1998.



<PAGE>


                                    SIGNATURE

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANTS HAVE DULY CAUSED THIS REPORT TO BE SIGNED ON THEIR BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                              GPU, INC.
                              METROPOLITAN EDISON COMPANY
                              PENNSYLVANIA ELECTRIC COMPANY



                              By: /s/ T. G. Howson
                                 ---------------------
                                T. G. Howson, Vice President
                                and Treasurer


Date:   October 2, 1998



































                          EXHIBITS TO BE FILED BY EDGAR
                          -----------------------------


(c) 1. GPU Energy News Release, dated September 24, 1998.

    2.     PaPUC Tentative Order, dated September 24, 1998.





                                                                   Exhibit (c) 1


GPU Energy News Release
September 24, 1998


GPU Energy Reaches Settlements in Pa. Restructuring Cases
- ---------------------------------------------------------

READING,  Pa.--Sept.  24,  1998--GPU  Energy  has  reached  "balanced  and fair"
settlement  agreements  in its  Pennsylvania  restructuring  cases,  the company
announced today.

The  settlement  agreements  were  submitted  today to the  Pennsylvania  Public
Utility  Commission  (PUC) for its review  and  approval.  Major  parties in the
restructuring cases signed the agreements.

"GPU Energy is pleased that these settlement  agreements put electric choice and
its many benefits back on track for our customers," said Dennis Baldassari,  GPU
Energy president and chief operating officer.

"The settlement agreements are balanced and fair to customers and shareholders,"
he said.  "They provide  guaranteed  savings for customers,  the opportunity for
reasonable returns to shareholders and the ability for us to continue to support
the communities we serve."

The  settlement  agreements  include  a rate  reduction,  rate  caps,  a greater
opportunity  to  reduce  costs for  customers  who shop and the  ability  of all
customers to shop for an electricity supplier as of Jan. 1, 1999. The GPU Energy
companies  will be the only major  electric  utilities in  Pennsylvania  to open
electric choice to 100 percent of their customers on January 1.

Baldassari  praised the efforts of PUC Chairman  John M. Quain and  Commissioner
Aaron  Wilson  Jr.  in  facilitating  discussions  which  eventually  led  to  a
settlement of issues among the parties.  "Chairman Quain and Commissioner Wilson
provided crucial  assistance in helping to resolve many tough issues in order to
arrive at these settlements," Baldassari said.

He said the settlements continue the company's tradition of low costs. "In 2004,
customers will still be paying  essentially the same rates as today," Baldassari
said.  "And,  accounting for inflation,  our average rates today are at least 20
percent lower than they were in 1986."

The settlement agreements provide:

- -    Adequate  funding for  maintaining  the  reliability of the system of wires
     that deliver electricity to customers;

- -    A rate reduction on Jan. 1, 1999,  for all customers  whether they shop for
     electricity or not (2.5 percent for  Metropolitan  Edison Co. customers and
     3.0 percent for Pennsylvania Electric Co. customers);

- -    The ability of all customers to participate  in electric  choice on Jan. 1,
     1999 - two years  sooner  than  called  for in  Pennsylvania's  Electricity
     Competition Act;


<PAGE>


- -    A greater opportunity for savings than the original PUC orders provided for
     customers who shop  (Customers  will receive a higher "price to compare" or
     "shopping  credit."  Customers will save money if they buy electricity from
     another  supplier that charges less than the price to compare.  The average
     price to compare in 1999 will be 4.350 cents per  kilowatt-hour for Met-Ed,
     or 16 percent  higher than the PUC's  original  order,  and 4.404 cents per
     kilowatt-hour  for Penelec,  or 18 percent  higher than the PUC's  original
     order. Actual prices will vary by customer rate class.);

- -    Adequate   assurance  of  full  recovery  of  the  above-market   costs  of
     government-mandated   contracts  to  buy   electricity   from   non-utility
     generators  (Beginning in 2005,  the amount  collected  would be "trued up"
     every five years over the lives of the contracts.);

- -    A rate  cap  for the  cost  of  delivering  electricity  (transmission  and
     distribution) until 2004,  three-and-one-half  years longer than the period
     called for in the  Competition Act (with the exception of a pending federal
     order requiring a transmission rate increase in Pennsylvania);

- -    A rate cap for electricity  purchased from GPU Energy,  as provider of last
     resort, until 2010;

- -    PUC approval for GPU Energy to sell its generating stations;

- -    Recovery of $658.14  million in stranded costs for Met-Ed over 12 years and
     $332.16  million  for  Penelec  over 11 years  (These  amounts  reflect the
     effects of using the  estimated  net  proceeds  from  selling GPU  Energy's
     generating  plants to reduce  stranded  costs and will be  adjusted  by the
     actual amounts resulting from selling the plants.);

- -    $2.7 million assistance in 1999 for low-income customers of Met-Ed and $3.4
     million assistance in 1999 for low-income Penelec customers;

- -    A sustainable  energy fund to promote the  development and use of renewable
     energy and clean energy technologies with one-time payments in 1998 of $5.7
     million from Met-Ed and of $6.4 million from Penelec;

- -    The ability of some customers who shop to choose another licensed  supplier
     to provide metering  services  beginning Jan. 1, 1999, and billing services
     beginning Jan. 1, 2000; and

- -    A phase-in of competitive bidding beginning no later than June 1, 2000, for
     other suppliers to be the "provider of last resort" for customers.

"GPU Energy was an early  advocate for electric  power supply  competition,  and
these settlements will stimulate electric competition," Baldassari said. "At the
same  time,  they take into  account  GPU  Energy's  unique  circumstances  as a
low-cost  utility and the only utility in  Pennsylvania  which will not have any
generating facilities."

Under the agreements, after the PUC gives final approval to the settlements, GPU
Energy  will drop legal  actions  against the  commission.  GPU Energy had filed
actions  in state  and  federal  courts  challenging  the PUC's  June 26,  1998,
restructuring orders for the companies.

A preliminary PUC vote on the agreements is expected  today.  After a period for
public comment, the commission would take a final vote.

The three domestic utility subsidiaries of GPU, Inc. (Met-Ed, Penelec and Jersey
Central  Power & Light Co.) do business as GPU Energy.  They serve more than two
million  customers in  Pennsylvania  and New Jersey.  GPU,  Inc. is a registered
utility holding company.




                                      -XX-

- ------------------------------------------------------------------------------

Contact:

     Ray E. Dotter, 610-921-6814
     Pager:  888-584-3971
                or
     Lori Hixon, 610-921-6019
     Pager:  888-510-7064






                                                                   Exhibit (c) 2


                                  PENNSYLVANIA
                            PUBLIC UTILITY COMMISSION
                            Harrisburg, PA 17105-3265

                                    Public Meeting held September 24, 1998


Commissioners Present:

      John M. Quain, Chairman
      David W. Rolka
      Aaron Wilson, Jr.



Application of Metropolitan Edison  :
Company for Approval of Restructuring     :     Docket No. R-00974008
Plan Under Section 2806 of the            :
Public Utility Code                       :

Application of Pennsylvania Electric      :
Company for Approval of Restructuring     :     Docket No. R-00974009
Plan Under Section 2806 of the            :
Public Utility Code                       :

Petition of Pennsylvania Electric Co.     :     Docket No. P-00971215
Altoona Cogeneration Project              :

Petition of Metropolitan Edison Co.       :     Docket No. P-00971216
Blue Mountain Project                     :

Petition of Metropolitan Edison Co.       :     Docket No. P-00971217
York County Energy Partners               :

Petition of Metropolitan Edison Co.       :     Docket No. P-00971223
Bio-Energy Partners                       :

Petition of Pennsylvania Electric Co.     :     Docket No. P-00971278
Erie Power Partners                       :

Petition of Pennsylvania Electric Co.     :     Docket No. P-00981324
Cogentrix Cogeneration                    :

Petition of Metropolitan Edison Co.       :     Docket No. P-00981325
Solar Turbines                            :

Petition of Pennsylvania Electric Co.     :     Docket No. P-00900450
Rubenstein Engineering, P.C.              :

<PAGE>



                                 TENTATIVE ORDER
BY THE COMMISSION:
      On  September  24,  1998, a Joint  Petition  for Full  Settlement  ("Joint
Petition") of the Restructuring  Plans,  related dockets and related appeals was
filed  in  the  above-captioned   proceedings  by  Metropolitan  Edison  Company
("Met-Ed" or "GPUE" or "Company") and Pennsylvania  Electric Company  ("Penelec"
or "GPUE" or "Company"),  operating  utility  subsidiaries of GPU, Inc. ("GPU"),
collectively  referred  to as  "Companies",  the  Office  of  Consumer  Advocate
("OCA");  the Office of Small Business  Advocate  ("OSBA");  the Office of Trial
Staff ("OTS");  the Met-Ed Industrial Users Group ("MEIUG");  Penelec Industrial
Customer  Alliance  ("PICA");   Community  Action  Association  of  Pennsylvania
("CAAP");  Conectiv Energy  ("Conectiv");  Mid-Atlantic Power Supply Association
("MAPSA");  Locals 459 and 777 of the  International  Brotherhood  of Electrical
Workers  ("IBEW");  New Energy Ventures  ("NEV");  Enron Power  Marketing,  Inc.
("Enron");   the  Anthracite  Region  Independent  Power  Producers  Association
("ARIPPA"); Pennsylvania Rural Electric Association ("PREA"); Allegheny Electric
Cooperative,  Inc. ("AEC"); Solar Turbines, Inc., BioEnergy Partners, Erie Power
Partners,  L.P., AES Ironwood,  Inc. and affiliates  ("AES"),  York County Solid
Waste and Refuse Authority ("YCSWRA"),  Inter-Power/AhlCon Partners, L.P.; Homer
City/Rubenstein  Engineering,  P.C.,  the  Environmentalists;  and other parties
designated on the signature pages (all parties  collectively  referred to as the
"Joint Petitioners").
      The  proposed  terms and  conditions  of the Joint  Petition  represent  a
comprehensive  settlement  which  resolves  all  issues  on  appeal  before  the
Commonwealth  Court and all issues before the U.S.  District  Court arising from
challenges by the Joint Petitioners to the Commission's final orders,

<PAGE>


secretarial  letter,  related dockets and any related appeals regarding Met-Ed's
and  Penelec's  Applications  for  Approval of their  Restructuring  Plans Under
Section 2806 of the Public Utility Code.(1)
      The Joint  Petitioners aver that this  comprehensive  settlement is in the
public interest and, therefore, request that the Commission: (1) approve without
modification  the proposed  settlement as set forth in the Joint  Petition;  (2)
amend  the  Commission's  final  orders  as  necessary  to  implement  the  full
settlement;  (3) approve the tariff  supplements  and  appendices  necessary  to
implement  the  proposed  settlement  ;  and  (4)  approve  GPUE's  transfer  of
generation assets. The Joint Petitioners  recognize,  however,  that pursuant to
the  provisions of Section  703(g) of the Public Utility Code, the Commission is
obligated to provide notice of and opportunity to be heard before we may amend a
prior order.
      In the proposed settlement, all Met-Ed customers will receive a guaranteed
2.5% rate  reduction and all Penelec  customers  will receive a guaranteed  3.0%
rate reduction, effective January 1, 1999 through December 31, 1999. In addition
to  these   guaranteed   rate  decreases,   Met-Ed   customers  will  receive  a
system-average  shopping  credit of 4.350  cents per KWH on  January 1, 1999 and
Penelec  customers will receive a system-average  shopping credit of 4.404 cents
per KWH on January 1, 1999.  Customers  that elect to shop for  generation  will
receive total rate reductions in 1999 equal to the 2.5% or 3.0% decreases,  plus
any savings produced by the difference  between their generation  purchase price
and their shopping credit. Given the level of the
- ----------------
(1)   As noted in the  certificate of service,  copies of the Joint Petition and
      appendices  have been  served by Met-Ed and  Penelec on all parties to the
      proceeding  by overnight  mail or hand  delivery.  In addition,  the Joint
      Petition  provides that Met-Ed and Penelec will provide  written notice of
      the proposed  settlement by letter to its customers,  will post notices in
      its office and on its Internet web page,  and will provide  notice by news
      release.


<PAGE>


shopping credits included in the proposed settlement,  as well as other specific
components  of  the  proposed  settlement,  the  Joint  Petitioners  expect  the
development  of a vibrant  competitive  market  with many  alternative  electric
generation suppliers.
      In addition,  the settlement terms and conditions  provide that Met-Ed and
Penelec  will (1)  recover  a  substantially  smaller  amount of  stranded  cost
recovery  than claimed  before the  Commission,  (2) use net  proceeds  from the
divestiture of generation  assets to offset stranded  costs,  (3) recover monies
necessary to fulfill contractual obligations to non-utility generation projects,
(4) maintain and continue to improve the reliability of their  transmission  and
distribution  system,  (5) be subject to  competitive  safeguards to ensure fair
dealing,  (6) expand their current universal  service  programs,  (7) permit all
customers to choose an  alternative  electric  generation  supplier  starting on
January 1, 1999;  (8) educate  consumers  about  restructuring,  (9)  facilitate
funding  of  sustainable   energy,   (10)  encourage  small   renewable   energy
technologies,  and (11) withdraw  their actions  before  Commonwealth  Court and
their  civil  complaint   before  the  U.S.   District  Court   challenging  the
Commission's   restructuring  orders  and  secretarial  letter  at  Docket  Nos.
R-00974008 and R-00974009.
      The  Joint  Petitioners,  in turn,  agree to  resolve  all  objections  to
Met-Ed's and  Penelec's  Restructuring  Plans and to withdraw all cases  pending
before the Commonwealth Court which challenge (i) the  constitutionality  of the
Electric  Competition  Act and (ii) the  Commission's  Restructuring  Orders  at
Docket Nos.  R-00974008 and R-00974009,  provided that the Joint Petitioners are
not barred  from  raising any  factual,  legal or  contrary  positions  in other
proceedings  as long as such  positions  are not in  derogation  of the proposed
settlement.

<PAGE>


      The proposed settlement set forth in the Joint Petition and its Appendices
constitutes  a  comprehensive  resolution of the broad array of issues raised by
Met-Ed's and Penelec's  Restructuring Plans under the Electric  Competition Act.
Consistent with the fundamental goals of that historic legislation, the proposed
settlement  provides  for an  orderly  transition  from  the  current  regulated
electric  utility  structure for  generation  to a structure  under which retail
customers will have direct access to a competitive  market for the generation of
electricity.  Moreover,  and also consistent with the legislation,  the proposed
settlement provides for a fair and reasonable recovery of Met-Ed's and Penelec's
stranded  costs  created  by  this  transition  to  a  competitive   market.  In
particular, the proposed settlement contains the following benefits: 

- -     customers will receive guaranteed  rate decreases of 2.5%-3% during 1999;
- -     all customers will have the opportunity to choose an alternative
      supplier on January 1, 1999;

- -     customers will receive shopping credits that will allow shopping customers
      to achieve bill savings in addition to the guaranteed rate cuts;

- -     the size of the shopping  credit and other  provisions  of the  settlement
      will insure that a competitive  market for electricity will be created and
      functioning by January 1, 1999;
- -     the Companies will complete the divestiture of their generation assets and
      will use the net proceeds of those efforts to offset  stranded  costs that
      have been incurred in the transition to a competitive generation market;
- -     the Companies will be assured of full recovery of their contractual
      obligations associated with non-utility generation projects;

<PAGE>


- -     transmission and distribution rates will be capped for an additional
      three and one-half years (to December 31, 2004);
- -     the generation rate caps will be extended for an additional five years;
- -     universal service programs will be expanded, and a sustainable energy
      fund will promote the  development  and use of renewable  energy and clean
      energy technologies, energy conservation and efficiency which will benefit
      the environment;
- -     consumers will have the opportunity to receive metering and billing
      services from competitive suppliers;
- -     a  competitive  market  for  provider  of  last  resort  service  will  be
      established so that  non-shopping  customers also have the  opportunity to
      realize bill savings; and
- -     substantial litigation and its associated costs and uncertainties will
      be avoided.
     Upon our review of the Joint Petition and Appendices,  we tentatively  find
that the proposal is in the public interest and therefore should be approved. We
note that the Joint  Petition  has been signed by most but not all of the active
parties of record in Met-Ed's and Penelec's restructuring proceedings. Before we
can give final  approval to the proposal,  we shall afford all parties of record
to Met-Ed's and  Penelec's  restructuring  proceedings  an  opportunity  to file
comments to this comprehensive proposal.
      Accordingly,  we provide that any  comments to the Joint  Petition and the
Appendices  must be filed on or before  October  8,  1998.  Thereafter,  we will
promptly consider all timely-filed comments and issue a final order with respect
to the proposed settlement set forth in the Joint Petition and Appendices.
      We recognize and appreciate the uncounted hours spent by the  participants
in preparing this Joint Petition, which represents a negotiated

<PAGE>


resolution of important and conflicting interests in a practical and enforceable
manner.  We  believe  that  this  settlement  represents  a  difficult  but most
important step in the advancement of the economies of the areas served by Met-Ed
and Penelec and the  Commonwealth,  as well as an historic  breakthrough  in the
creation of retail electric  competition in the Commonwealth.  At the same time,
the Joint  Petition  continues  necessary and important  safeguards  for utility
customers which must be preserved in the public interest.
      We have  thoroughly  examined  the  proposed  settlement.  Based upon that
review,  we tentatively find it to be in the public interest;  THEREFORE,  IT IS
ORDERED:
      1. That in consideration of and reliance upon the representations,  mutual
promises and undertakings of the parties to this proposed settlement,  including
the express agreement of each signatory to be legally bound by its terms and the
certification  of each signatory that he or she has full authority to enter into
the settlement and to act on behalf of their  respective  parties,  the terms of
the proposed full  settlement set forth in the Joint Petition and the Appendices
shall be and are  hereby  tentatively  approved  as to each and every one of its
terms and conditions,  and we hereby tentatively  reconsider and amend our prior
orders in these  proceedings  as necessary  to  implement  the terms of the full
settlement.  Any issue not  specifically  addressed in this settlement  shall be
treated and  resolved in  accordance  with the  resolution  of that issue in the
Restructuring  Orders  adopted by the Commission and entered on June 30, 1998 at
Docket Nos. R-00974008 and R-00974009.

      2. That the  Commission  hereby  tentatively  approves  all aspects of the
Companies'  transfer of it  generation  assets and  liabilities,  along with the
granting of the  approvals,  licenses  and  certificates  of public  convenience
required  under the Public  Utility Code regarding the transfer or assignment of
the  Companies'  generating  assets  and  liabilities  in  accordance  with  the
settlement provisions,  including but not limited to approvals under Chapters 5,
11, 19, 21 and 28 of the Public Utility Code.

      3. That the recovery of stranded  costs, on an interim basis, by Met-Ed of
$658.14 million and by Penelec of $332.16 million,  subject to reconciliation at
a later date to reflect the actual net proceeds  resulting from the  divestiture
of generation assets, is just and reasonable and in the public interest.

      4. That the  Petitions  of Met-Ed at Docket Nos.  P-00971216,  P-00971217,
P-00971223   and  P-00981325  and  the  Petitions  of  Penelec  at  Docket  Nos.
P-00971215,  P-00971278,  P-00981324  and  P-00900450  ("Related  NUG  Dockets")
consolidated into these proceedings, are hereby tentatively approved.


<PAGE>


      5. That with  respect  to the  Related  NUG  Dockets,  the Power  Purchase
Agreements ("PPAs") for Blue Mountain,  York County Energy Partners  (Ironwood),
Bio-Energy Partners,  Solar Turbines,  Altoona Cogeneration  Project, Erie Power
Partners,  Cogentrix  Cogeneration  and  Rubenstein  Engineering,  P.C., and the
transactions  contemplated  thereby,  are reasonable,  prudent and in the public
interest;  and the PPAs and the transactions  contemplated  thereby,  constitute
reasonable mitigation efforts by the Companies;  and the costs incurred or to be
incurred  by Met-Ed  and  Penelec in  connection  with the PPAs,  including  any
buy-outs or restructuring  contemplated  therein,  shall be fully recovered from
customers as provided in this settlement and tentatively approved by this order.

      6. That the tariff  supplements  appended  to the Joint  Petition  and all
other Appendices are hereby tentatively  approved,  being necessary to implement
the full settlement,  and shall become effective pursuant to the terms set forth
in the Joint Petition and Appendices.

      7.  That  with  respect  to  the  divested  generation  facilities  of the
Companies and their GPU affiliates,  it is tentatively  determined that allowing
these generation facilities to qualify as "eligible facilities" under the Public
Utility  Holding Company Act of 1935 (1) will benefit  consumers,  (2) is in the
public interest and (3) does not violate State law.

      8.  That any  party of  record  to  Met-Ed's  or  Penelec's  restructuring
proceedings at Docket Nos.  R-00974008 and R-00974009 may submit  comments on or
before October 8, 1998 with respect to the provisions of the proposed settlement
set forth in the Joint Petition and the Appendices.

      9. That written  comments,  an original and fifteen (15) copies,  shall be
submitted to the Secretary,  Pennsylvania  Public Utility  Commission,  P.O. Box
3265,  Harrisburg,  PA 17105-3265.  Comments should  specifically  reference the
above-captioned docket numbers.  Comments not received by the Secretary by close
of business on October 8, 1998 will not be considered.

      10.  That this  order  shall not become  final  until the  Commission  has
considered all timely filed comments and issued a final order.

      11. That the  Commission's  approval of the terms and conditions set forth
in the Joint Petition and Appendices is expressly  contingent upon and shall not
become final and enforceable  until all appeals and civil actions required to be
dismissed  with  prejudice as referred to in Part Q of the  proposed  settlement
have been  finally  withdrawn,  discontinued,  or  dismissed  with  prejudice in
accordance with the provisions of the settlement.

      12. That a copy of this  tentative  order shall be served upon all parties
to Met-Ed's and Penelec's restructuring proceedings at Docket Nos.
R-00974008 and R-00974009.

                                    BY THE COMMISSION:


                                    James J. McNulty
                                    Secretary

(SEAL)

ORDER ADOPTED:    September 24, 1998

ORDER ENTERED:    September 24, 1998




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