SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14(A) INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
GPU, INC.
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(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
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(4) Date Filed: N/A
August 8, 2000
A message for all GPU employees and their families:
Today marks a special moment in GPU's evolution, with the announcement of our
signing of a merger agreement with FirstEnergy. Although emotionally we
would have preferred to remain independent, it is clear that this decision
is in the best interests of our shareholders, employees and customers. The
creation of a new organization will reward shareholders, strengthen our
position in the marketplace, and provide greater opportunities and
resources for future growth and expansion.
The new enterprise will serve 4.2 million customers in Ohio, Pennsylvania
and New Jersey. The stock will be traded under FirstEnergy's name and is
listed as FE on the New York Stock Exchange. The headquarters of the new
entity will be located in Akron, Ohio with a significant presence in
Pennsylvania and New Jersey. GPU Energy will continue to be headquartered
in Reading, and it is anticipated that at least some of the non-regulated
businesses will be managed from Morristown.
We understand that your primary concern is job security. For the most part,
the combined businesses will retain the current workforce. For employees
with positions that may be affected by the merger, we have negotiated
enhanced severance packages to provide fair and thorough protection. We
will soon begin the process of working with FirstEnergy to determine which
jobs will be affected by the merger, and we will inform you of those
positions as soon as possible. Thank you for your patience and support.
Sincerely,
(over)
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This letter contains forward-looking statements within the meaning of the
safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking
statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of FirstEnergy Corp. and GPU,
Inc. are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes
to differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to, risks and
uncertainties set forth in FirstEnergy's and GPU's filings with the SEC,
including risks and uncertainties relating to: failure to obtain expected
synergies from the merger, delays in obtaining or adverse conditions
contained in any required regulatory approvals, changes in laws or
regulations, economic or weather conditions affecting future sales and
margins, changes in markets for energy services, changing energy market
prices, availability and pricing for fuel and other energy commodities,
legislative and regulatory changes (including revised environmental and
safety requirements), availability and cost of capital and other similar
factors. Readers are referred to FirstEnergy's and GPU's reports filed with
the SEC.
Additional Information and Where to Find it
In connection with the proposed merger FirstEnergy Corp. and GPU, Inc. will
file a joint proxy statement/prospectus with the SEC. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
[WHEN IT BECOMES AVAILABLE] BECAUSE IT [WILL] CONTAIN[S] IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus [(when available)] and other documents
filed by FirstEnergy and GPU with the SEC at the SEC's Web site at
http://www.sec.gov. Free copies of the joint proxy statement/prospectus,
once available, and each company's other filings with the SEC may also be
obtained from the respective companies. Free copies of FirstEnergy's
filings may be obtained by directing a request to FirstEnergy Corp.,
Investor Services, 76 S. Main St., Akron, Ohio 44308-1890. Telephone:
1-800-736-3402. Free copies of GPU filings may be obtained by directing a
request to GPU, Inc., 310 Madison Avenue, Morristown, New Jersey 07962.
Telephone: 1-973-401-8204.
GPU, its directors (Theodore H. Black, Fred D. Hafer (Chairman, CEO and
President), Thomas B. Hagen, Robert Pokelwaldt, John M. Pietruski,
Catherine A. Rein, Bryan S. Townsend, Carlisle A.H. Trost, Kenneth L. Wolfe
and Patrick K. Woolf), certain executive officers (Ira H. Jolles (Senior
Vice President and General Counsel), Bruce L. Levy (Senior Vice President
and CFO) and Carole B. Snyder (Executive Vice President Corporate Affairs))
and certain other employees (Jeff Dennard (Director of Corporate
Communications), Joanne Barbieri (Manager of Investor Relations) and Ned
Raynolds (Manager of Financial Communications)) may be deemed under rules
of the SEC to be participants in the solicitation of proxies from the
security holders of GPU in favor of the merger. GPU's directors and
executive officers beneficially own, in the aggregate, less than 1% of the
outstanding shares of GPU common stock. Security holders of GPU may obtain
additional information regarding the interests of participants in the
solicitation by reading the joint proxy statement/prospectus relating to
the merger when it becomes available.
