GPU INC /PA/
8-K, 2000-02-04
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):                 February 3, 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

1-446           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.
            ------------

      On February 3, 2000,  GPU, Inc. (GPU)  announced that its GPU Energy units
in Pennsylvania  (Metropolitan Edison Company and Pennsylvania Electric Company)
had received no bids in response to their offers to provide  competitive bidding
for default energy supply service for 20% of their customers in 2000. GPU Energy
had issued the  requests  for bids as required by  Pennsylvania  Public  Utility
Commission orders.

      As a result,  GPU Energy  will be  required  to  continue  as the  default
supplier and is expanding its forward  purchases of  electricity  to accommodate
these customers.  GPU believes that this will negatively impact 2000 earnings by
an estimated $0.04 to $0.08 per share, but expects to offset this impact through
additional  common stock  repurchases - funded by the expected proceeds from the
proposed sale of a  substantial  portion of its  Australian  energy assets - and
other cost reduction initiatives.

      A copy of GPU's related news release is annexed as an exhibit.


<PAGE>


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
            ------------------------------------------------------------------

      (c)   Exhibit

            1.    GPU News Release, dated February 3, 2000.



<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:   February 4, 2000






                          EXHIBIT TO BE FILED BY EDGAR

(c) 1      GPU News Release, dated February 3, 2000.








                                                             Exhibit (c) 1

GPU News Release
February 3, 2000

              GPU Reports No Bidders in Auction of 20 Percent Of its
                      Electrical Customers in Pennsylvania

MORRISTOWN,  NJ - February  3, 2000 - GPU,  Inc.  today  announced  that its GPU
Energy  unit  received  no bids in its offer  under  orders of the  Pennsylvania
Public Utility  Commission  (PaPUC) to provide  competitive  bidding for default
energy supply service for 20 percent of its customers in 2000.

While   seven   potential   bidders   had  begun  the   process  by   requesting
pre-qualification  packages in December,  none submitted a bid by the January 31
deadline,  GPU Energy  reported.  The successful  default service provider would
have begun providing electricity to customers on June 1.

GPU  Energy  said  it  was  analyzing  the  situation  and  would   formulate  a
comprehensive   solution  to  default   energy  supply  service  for  review  by
Pennsylvania  regulators.   Meanwhile,  GPU  Energy  is  expanding  its  forward
purchasing of electric power to accommodate  the 20 percent of its customers for
whom it will now continue to be the default supplier.

GPU,  Inc.  expects to mitigate the  negative  impact  these  additional  energy
purchases  will have on year 2000 earnings per share -- estimated to be $0.04 to
$0.08 -- through  additional common stock  repurchases,  which will be funded by
the  planned  sale of a  significant  portion  of  GPU's  Australian  companies,
together with other cost reduction initiatives.

GPU,  Inc.,  headquartered  in  Morristown,  NJ, is a registered  public utility
holding  company  providing  utility and  utility-related  services to customers
throughout  the world.  GPU serves 4.6 million  customers  directly  through its
electric  companies -- GPU Energy in the US, Midlands  Electricity plc in the UK
and Emdersa in Argentina.  It serves  another 1.4 million  customers  indirectly
through its electric and gas  transmission  subsidiaries  GasNet and PowerNet in
Australia.  The company's independent power project business units own interests
in and operate 22 projects in 7 countries  and the US. GPU's 1998  revenues were
$4.3 billion and its total assets were $16.3 billion. GPU's


<PAGE>


other subsidiaries include GPU Advanced Resources, Inc., GPU International,
Inc., GPU Nuclear, Inc., GPU Service, Inc. and GPU Telcom Services, Inc.

This news release contains certain forward-looking statements within the meaning
of the Private  Securities  Litigation Reform Act of 1995.  Statements made that
are not historical facts are forward-looking and, accordingly, involve risks and
uncertainties  that could cause actual results or outcomes to differ  materially
from  those  expressed  in  the   forward-looking   statements.   Although  such
forward-looking  statements have been based on reasonable assumptions,  there is
no  assurance  that the expected  results will be achieved.  Some of the factors
that could  cause  actual  results  to differ  materially  include,  but are not
limited  to:  the  effects  of  regulatory  decisions;  changes in law and other
governmental  actions and initiatives;  the impact of deregulation and increased
competition in the industry; industry restructuring;  expected outcomes of legal
proceedings;  the completion of generation  asset  divestiture;  fuel prices and
availability; and uncertainties involved with foreign currency fluctuations.

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


Contact:

      GPU, Inc., Morristown, NJ
        Ned Raynolds, (973) 455-8294

      (http://www.gpu.com)


                                      -XX-




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