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): August 8, 2000
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 5. OTHER EVENTS.
------------
1. Merger with FirstEnergy Corp.
-----------------------------
On August 8, 2000, GPU, Inc. ("the Company" or "GPU") announced that its
Board of Directors and the Board of Directors of FirstEnergy Corp.
("FirstEnergy") had unanimously approved a definitive merger agreement
("Agreement") pursuant to which FirstEnergy would acquire all of the Company's
outstanding shares of common stock for approximately $4.5 billion in cash and
FirstEnergy common stock. FirstEnergy would also assume the Company's
outstanding debt, which together with the outstanding debt and preferred
securities of the Company's subsidiaries, totals approximately $7.4 billion as
of June 30, 2000.
Under the Agreement, GPU shareholders would receive the equivalent of
$36.50 for each share of GPU common stock they own, payable in cash or in
FirstEnergy common stock, so long as FirstEnergy's common stock price is between
$24.24 and $29.63. Each GPU shareholder would be able to elect the form of
consideration they wish to receive, subject to proration so that the aggregate
consideration to all GPU shareholders will be 50 percent cash and 50 percent
FirstEnergy common stock. Each GPU share converted into FirstEnergy common stock
would receive not less than 1.2318 and not more than 1.5055 shares of
FirstEnergy common stock, depending on the average closing price of FirstEnergy
stock during the 20-day trading period ending on the sixth trading day prior to
the merger closing.
Following the merger, the combined company's principal electric utility
operating companies would include FirstEnergy's Ohio Edison Company and its
Pennsylvania Power Company subsidiary, The Cleveland Electric Illuminating
Company, and Toledo Edison Company, as well as GPU Energy's electric utility
operating companies - Jersey Central Power & Light Company ("JCP&L"),
Metropolitan Edison Company and Pennsylvania Electric Company, which serve
customers in Pennsylvania and New Jersey.
Together, these companies serve approximately 4.3 million customers within
37,200 square miles of Ohio, Pennsylvania and New Jersey. In addition, the
combination would make FirstEnergy's mechanical contracting and construction
business the fourth largest in the nation, with annual revenues of approximately
$1 billion and 3,800 employees.
The merger is subject to the approval of the Company's and FirstEnergy's
shareholders. Regulatory approvals will also be required from the Securities and
Exchange Commission ("SEC"), the Federal Energy Regulatory Commission, the
Federal Communications Commission, the Nuclear Regulatory Commission and the
Ohio, Pennsylvania and New Jersey utility commissions. FirstEnergy will be
required to register with the SEC as a holding company under the Public Utility
Holding Company Act of 1935.
It is expected that the merger can be completed within 12 months.
A copy of the Company's related news release is annexed as an exhibit.
2. Sale of Oyster Creek Nuclear Generating Station
Separately, the Company also announced on August 8, 2000 that its JCP&L
subsidiary had completed the sale of its 619 mw Oyster Creek Nuclear Generating
Station to AmerGen Energy Company ("AmerGen") for approximately $10 million.
AmerGen is a joint venture of PECO Energy Company and British Energy Company.
1
<PAGE>
As part of the sale, AmerGen has assumed full responsibility for
decommissioning Oyster Creek and JCP&L has transferred to AmerGen $440 million
of decommissioning trust funds for this purpose. JCP&L has agreed to purchase
energy from Oyster Creek at a fixed price through March 2003 and will initially
fund the costs of the next refueling outage scheduled to begin in October 2000.
AmerGen will repay these costs (up to approximately $88 million) in nine annual
installments beginning in August 2001.
A copy of the Company's related news release is annexed as an exhibit.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
1. Merger Agreement, dated August 8, 2000, between FirstEnergy Corp.
and GPU, Inc. (exclusive of schedules).
2. GPU News Release (FirstEnergy Corp. and GPU, Inc. Announce
Merger), dated August 8, 2000.
3. GPU News Release (GPU, AmerGen Complete Sale of Oyster Creek
Facility), dated August 8, 2000.
3
<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: August 11, 2000
4
