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): November 16, 1999
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
1-3141 Jersey Central Power & Light Company 21-0485010
(a New Jersey corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
1-446 Metropolitan Edison Company 23-0870160
(a Pennsylvania corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
1-3522 Pennsylvania Electric Company 25-0718085
(a Pennsylvania corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
-------------------------------------
As previously reported, on October 29, 1998, following a competitive
auction process, GPU, Inc.'s electric utility subsidiaries (Jersey Central Power
& Light Company ("JCP&L"), Metropolitan Edison Company ("Met-Ed") and
Pennsylvania Electric Company ("Penelec")), which are conducting business under
the name GPU Energy ("GPUE"), entered into a series of agreements to sell
substantially all of their fossil and hydroelectric generating stations to Sithe
Energies, Inc. ("Sithe") for an aggregate purchase price of approximately $1.67
billion in cash, subject to certain pre-closing adjustments. Sithe also entered
into transition power purchase agreements with the GPUE companies under which
the GPUE companies can call, or Sithe can require the GPUE companies to
purchase, capacity from these generating units at fixed prices through May 31,
2002. Following receipt of all regulatory and other approvals, the GPUE
companies completed these sales to various subsidiaries of Sithe on November 24,
1999.
In addition, as part of the transactions, Sithe acquired certain other
associated assets and liabilities including all related contracts, inventories,
fuel and certain intellectual property, as well as the stock of GPU Generation,
Inc. (which has been renamed Sithe Northeast Management Inc.).
GPU will apply the net proceeds of approximately $1.62 billion (JCP&L
$416 million; Met-Ed $641 million; Penelec $558 million), after payment of
related income taxes, to fund future stranded costs, invest in the reliability
of the GPUE companies' utility network, reduce outstanding debt and repurchase
GPU, Inc.
common stock.
The Company is not aware of any material relationships between Sithe and
any of its affiliates and GPU and any of its affiliates, any director or officer
of GPU or any associate of any such director or officer.
A copy of the GPU's related news release is annexed as Exhibit 1,
including a list of the generating stations and development sites sold to Sithe.
<PAGE>
ITEM 5. OTHER EVENTS.
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1. Three Mile Island Litigation
----------------------------
As previously reported, on November 2, 1999, the U.S. Court of Appeals
for the Third Circuit affirmed a 1996 U.S. District Court order dismissing ten
initial "test cases" of the pending 2,100 personal injury claims brought against
GPU, Inc. and the GPUE companies as a result of the March 1979 nuclear accident
at Three Mile Island Unit No. 2, but set aside the District Court's dismissal of
the remaining claims and remanded them to the District Court for further
proceedings.
On November 16, 1999, GPU, Inc. and the GPUE companies filed petitions
with the Court of Appeals seeking a rehearing and reconsideration of the Court's
decision regarding these remaining claims. The "test case" plaintiffs have also
requested a rehearing, or rehearing en banc, of the Court's decision upholding
the dismissal of their claims.
There can be no assurance as to the outcome of these proceedings.
2. Class Action Litigation
-----------------------
As previously reported, two class action lawsuits have been commenced in
New Jersey Superior Court against GPU, Inc. and the GPUE companies, seeking both
compensatory and punitive damages for alleged losses suffered due to major power
outages and temporary service interruptions in JCP&L's service territory during
the July 1999 severe heat storm. In response to GPU's demand for a statement of
damages, the plaintiffs have stated that they are seeking damages of $700
million, subject to the results of pre-trial discovery.
There can be no assurance as to the outcome of this litigation.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
-------------------------------------------------------------------
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 2 of Form
8-K has been previously furnished in Exhibit 99 to GPU's Annual Report on Form
10-K for the year ended December 31, 1998 and is incorporated herein by
reference.
(c) Exhibits:
1. GPU News Release, dated November 24, 1999, which includes
a list of generating stations and development properties
sold to Sithe.
<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.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: /s/ T. G. Howson
-----------------------------
T. G. Howson, Vice President
and Treasurer
Date: December 2, 1999
EXHIBIT TO BE FILED BY EDGAR
----------------------------
(c) 1 GPU News Release, dated November 24, 1999, which includes a
list of generating stations and development properties sold to
Sithe.
Exhibit (c) 1
News Release
GPU, Inc.
GPU Closes Sale of Generation
Plants for $1.62 Billion
MORRISTOWN, NJ--(BUSINESS WIRE) via NewsEdge Corporation -- GPU, Inc.
(NYSE: GPU) announced today that it completed the sale of its remaining
fossil-fueled and hydroelectric generating assets to Sithe Energies for $1.62
billion. The transaction involves 21 power plants with a generating capacity
of 4,034 megawatts, 15 generation development properties, three support
service organizations, and the Johnstown, PA office building.
"The closing of this transaction, together with other pending
agreements, will complete our planned exiting of the domestic merchant
generation business and enable us to focus on our strategy of transmitting and
distributing electricity and providing utility services," said Fred D. Hafer,
chairman, president and chief executive officer of GPU. Hafer said GPU will
use the proceeds from the sale to Sithe to fund future stranded costs, invest
in the reliability of its utility electric network, reduce debt and repurchase
common stock.
GPU is currently awaiting final regulatory approval for the closing of
its Three Mile Island Unit 1, nuclear generating plant in Pennsylvania and
expects to complete the sale of Oyster Creek, its New Jersey nuclear
generating plant, next spring.
GPU, Inc. (NYSE:GPU), headquartered in Morristown, NJ, is a registered
utility holding company providing utility and utility related services to
customers throughout the world. GPU's electric and gas utility companies--GPU
Energy, Midlands Electricity, GPU PowerNet, GPU GasNet and Emdersa--serve
nearly 6 million customers in the United States, the UK, Australia and
Argentina. The company's independent power project units own and operate 22
projects in 7 countries and the United States. GPU's 1998 revenues were $ 4.3
billion and its total assets were $16.3 billion. GPU's other subsidiaries
include GPU Advanced Resources, Inc., GPU Generation, Inc., GPU Nuclear, Inc.,
GPU Service, Inc. and GPU Telcom Services, Inc. (http://www.gpu.com)
Sithe Energies, founded in 1984, is 60 percent owned by Vivendi (F.VVN),
France's largest services company, 29 percent owned by Marubeni Corporation, a
major Japanese trading company, and 11 percent owned by management. Sithe
currently operates 29 power plants in the United States and Canada. The
New-York based
<PAGE>
company also has an extensive global portfolio of projects under operation,
construction or active development worth $6 billion.
<TABLE>
<CAPTION>
FACILITIES INCLUDED IN TRANSACTION
----------------------------------
Pennsylvania Facilities
-----------------------
Stations City GPU Size GPU GPU
Subsidiary (MW) Ownership Ownership Fuel Type
- ---------------- --------------- ---------- ----- --------- --------- ---------------
(%) (MW)
<S> <C> <C> <C> <C> <C> <C>
Conemaugh New Florence Met-Ed 1,712 16% 282 Coal, Diesel
Keystone Shelocta JCP&L 1,710 17% 285 Coal, Diesel
Portland & Bangor Portland, Bangor Met-Ed 570 100% 570 Coal
Ash Site
Seward New Florence Penelec 197 100% 197 Coal
Shawville Shawville Penelec 603 100% 603 Coal, Diesel
Titus Birdsboro Met-Ed 274 100% 274 Coal
Warren Warren Penelec 139 100% 139 Coal, Nat. Gas,
#2 Oil
CTs
- ---
Blossburg CT Tioga Penelec 19 100% 19 Nat. Gas
Hamilton CT East Berlin Met-Ed 20 100% 20 #2 Oil
Hunterstown CT Gettysburg Met-Ed 60 100% 60 Nat. Gas, #2 Oil
Mountain CT Mount Holly Met-Ed 40 100% 40 Nat. Gas, #2 Oil
Springs
Orrtanna CT Gettysburg Met-Ed 20 100% 20 #2 Oil
Shawnee CT East Stroudsburg Met-Ed 20 100% 20 #2 Oil
Tolna CT Stewartstown Met-Ed 40 100% 40 #2 Oil
Wayne CT Meadville Penelec 56 100% 56 #2 Oil
Hydro
- -----
Piney Clarion Penelec 27 100% 27 Hydro
Development Sites
- -----------------
Coho Lake City Penelec 0 100% 0 N/A
East Sayre Bradford Penelec 0 100% 0 N/A
Erie West Erie Penelec 0 100% 0 N/A
Jackson Jackson Township Met-Ed 0 100% 0 N/A
North Bangor
North Hershey Bangor Met-Ed 0 100% 0 N/A
Phillipsburg Hummelstown Met-Ed 0 100% 0 N/A
Portland Phillipsburg Penelec 0 100% 0 N/A
Adjacent Property
Scottsville Meshoppen Penelec 0 100% 0 N/A
Williamsburg Williamsburg Penelec 0 100% 0 N/A
</TABLE>
<PAGE>
<TABLE>
New Jersey Facilities
- ---------------------
Stations City GPU Size GPU GPU
Subsidiary (MW) Ownership Ownership Fuel Type
- ---------------- ---------------- ------------ ------ ---------- --------- -----------
(%) (MW)
<S> <C> <C> <C> <C> <C> <C>
Gilbert & Milford, NJ JCP&L 538 100% 538 Nat. Gas
Hellertown Hellertown, PA
Tank Farm
Sayreville Sayreville JCP&L 453 100% 453 Nat. Gas, #2,
#6 Oil
CTs
- ----
Glen Gardner CT Glen Gardner JCP&L 160 100% 160 Nat. Gas, #2 Oil
Werner CT South Amboy JCP&L 212 100% 212 #2 Oil
Reservior
- ---------
Merrill Creek Washington JCP&L, 0 100% 0 N/A
Met-Ed
Development Sites
- ----------------
Atlantic Colts Neck JCP&L 0 100% 0 N/A
East Flemington Flemington JCP&L 0 100% 0 N/A
HC Theurk Mercer JCP&L 0 100% 0 N/A
Pequest River Belvedere JCP&L 0 100% 0 N/A
Pohatcong Hackettstown JCP&L 0 100% 0 N/A
Maryland Facilities
-------------------
Stations City GPU Size GPU GPU
Subsidiary (MW) Ownership Ownership Fuel Type
- ---------------- ---------------- ------------ ------ ---------- --------- -----------
(%) (MW)
<S> <C> <C> <C> <C> <C> <C>
Deep Creek Oakland Penelec 19 100% 19 Hydro
Support Facilities
------------------
Stations City GPU Size GPU GPU
Subsidiary (MW) Ownership Ownership Fuel Type
- ---------------- ---------------- ------------ ------ ---------- --------- -----------
(%) (MW)
<S> <C> <C> <C> <C> <C> <C>
Brookville Brookville, PA Penelec 0 100% 0 N/A
Mobile
Maintenance
Genco Johnstown, PA Penelec 0 100% 0 N/A
Headquarters
GPU Nuclear Reading, TMI, All 3 0 100% 0 N/A
Laboratory Oyster Creek Companies
</TABLE>
<PAGE>
<TABLE>
Closing Pending
---------------
Stations City GPU Size GPU GPU
Subsidiary (MW) Ownership Ownership Fuel Type
- ---------------- ---------------- ------------ ------ ---------- --------- -----------
(%) (MW)
<S> <C> <C> <C> <C> <C> <C>
Forked River CT Forked River, NJ JCP&L 66 100% 66 Nat. Gas, #2 Oil
York Haven York, PA Met-Ed 19 100% 19 Hydro
-XX-
- -----------------------------------------------------------------
Contact:
GPU - Ned Raynolds, (973) 455-8294
</TABLE>
