SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 30, 1998
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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1-6047 GPU, Inc. 13-5516989
(a Pennsylvania corporation)
300 Madison Avenue
Morristown, New Jersey 07962-1911
Telephone (973) 455-8200
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ITEM 5. OTHER EVENTS.
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On November 30, 1998, GPU announced that the Securities and Exchange
Commission had authorized GPU's previously announced Shareholder Rights Plan
(the "Plan") under the Public Utility Holding Company Act of 1935. Under the
Plan, GPU will distribute to shareholders of record as of December 14, 1998 a
dividend of one right for each outstanding common share. A copy of GPU's news
release is annexed as an exhibit. A description and terms of the Rights are set
forth in the Rights Agreement dated as of August 18, 1998 which is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS.
(c) Exhibits:
1. GPU News Release dated November 30, 1998.
2. Rights Agreement dated as of August 18, 1998 between
GPU, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent - incorporated by reference
to Exhibit 1, Registration Statement on Form 8-A (SEC
File No. 001-06047).
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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.
By: /s/ T. G. Howson
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T. G. Howson, Vice President
and Treasurer
Date: December 10, 1998
EXHIBIT TO BE FILED BY EDGAR
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(c) 1. GPU News Release, dated November 30, 1998.
Exhibit (c) 1
GPU News Release
November 30, 1998
GPU, Inc. Board of Directors Declares Dividend
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Morristown, NJ -- The GPU, Inc. Board of Directors today declared a
regular quarterly common stock dividend of 51.5 cents a share, payable February
25, 1999 to shareholders of record as of January 29, 1999.
Additionally, the Securities and Exchange Commission has approved GPU's
previously announced Shareholder Rights Plan. Under the Plan, GPU will
distribute to its shareholders of record as of December 14, 1998 a dividend of
one right for each outstanding common share. No action is required by
shareholders.
Initially, the rights will not be represented by separate certificates,
but will be represented by the existing certificates for GPU common stock, and
will not trade separately from GPU shares. Upon a "triggering event" under the
Plan - 10 days after a person or group acquires or announces, without the prior
consent of the Board, a tender or exchange offer to acquire 10 percent or more
of GPU's outstanding common stock - the rights will become exercisable and will
trade independently of the shares.
Intended to ensure fair and equitable treatment for all shareholders in
the event of a hostile takeover attempt, the Plan is designed to encourage a
potential acquirer to negotiate a fair price with the Board for all shareholders
before attempting a takeover. Approximately 1,700 other public corporations in
the United States, including about half the Fortune 500 and about 60 public
utilities have adopted rights plans.
GPU, Inc., headquartered in Morristown, NJ, is a registered utility
holding company. GPU's transmission and distribution subsidiaries -- currently
doing business under the trade name GPU Energy -- serve approximately two
million customers in a service area encompassing about half the land areas of
New Jersey and Pennsylvania. GPU's other subsidiaries include: GPU Generation,
Inc.; GPU Advanced Resources, Inc.; GPU Nuclear, Inc.; GPU Service, Inc.; and
the GPU International Group which owns, operates, develops and invests in power
generation, transmission and distribution facilities globally.
