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.
---------
(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
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
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IMPORTANT LEGAL INFORMATION UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This newsletter 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 of 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 most recent
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 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, N.J. 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 Patricia 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.
<PAGE>
MERGER QUESTIONS AND ANSWERS
Here are some general questions about the pending merger between GPU,
Inc. and FirstEnergy Corp. and its process. Additional questions will
appear in future editions of Connect! as well as the Intranet and the
Transition Update bulletin.
TIMING
o RESTRUCTURING (MERGER) CHANGE WITH AKRON, OHIO - WHEN WILL
EVERYTHING TAKE PLACE?
o WHEN WILL THE MERGER BE OFFICIAL?
Both companies expect the merger to be completed within 12 months.
While we are targeting to have the merger completed by mid-2001, we are
aware that it could take 15-18 months or longer, depending upon needed
approvals.
REASONS FOR THE MERGER
o WHAT ARE THE ADVANTAGES OF A MERGER? WHY IS IT GOOD FOR US,
COMPARED TO MERGING WITH SOMEONE ELSE?
Given the rapidly changing deregulated world, we believe there is
compelling business rationale for the merger with FirstEnergy. We expect
the merger to provide substantial strategic benefits, including a greater
scope and size, enhanced generation efficiency and broadened non-regulated
business opportunities.
FirstEnergy is similar to GPU in strategic objectives, culture and
values, locations and systems. No other company had the same right fit for
GPU.
o WILL IT SOLVE COST PROBLEMS?
Although specific cost savings have not yet been determined, we have
full confidence in the fact that the merger could help in such matters.
o HOW WILL IT MAKE US BETTER?
o HOW WILL FIRST ENERGY MAKE US A BETTER COMPANY?
o WILL WE REALLY SEE ANY BENEFITS FROM THIS MERGER?
o HOW WILL GETTING BIGGER MAKE US BETTER? IT SOUNDS
LIKE ONE LARGE GAME.
We believe that GPU will see a variety of benefits from the merger. With an
increase in customers and scope of service, we expect to have the necessary
size and strength to be more successful in the energy industry. By
combining our service areas, we will create a contiguous territory of more
than 37,000 square miles from northern and central Ohio, through
Pennsylvania, to New Jersey and expect to have a customer base of
approximately 4.3 million. We believe that, as we grow, we will be able to
provide a greater number of customers with superior services.
TRANSITION:
TEAMS
o WHO IS LEADING THE TRANSITION TEAMS?
o WHO IS PICKING THE TRANSITION TEAMS?
o WHO SELECTS THE PEOPLE FOR THE VARIOUS SUB-TRANSITION TEAMS?
The Transition Management Steering Committee will be made up of Fred
D. Hafer as vice chair, along with Pete Burg, chief executive officer of
FirstEnergy, as the chairman. Carole B. Snyder, GPU Service executive vice
president, will be on the committee along with two other executives from
FirstEnergy. As the process begins other people will become members of
several transition teams, but as of yet no specific people have been
identified for these roles.
ABOUT FINANCES & LEGAL RESPONSIBILITIES:
APPROVALS
WHO HAS TO APPROVE THE MERGER?
The transaction must be approved by the shareholders of each company
as well as by various regulatory agencies, including the Federal Energy
Regulatory Commission, the Nuclear Regulatory Commission, the Federal
Communications Commission and the Securities and Exchange Commission. There
also need to be approvals in Pennsylvania and New Jersey.
ABOUT FIRSTENERGY:
GENERAL
DOES FIRSTENERGY HAVE A WEBSITE?
Yes, FirstEnergy's website address is:
http://www.firstenergycorp.com/
ABOUT GPU, INC.:
CORPORATE
o WHAT CERTAIN CORPORATE FUNCTIONS WILL REMAIN IN NEW JERSEY?
o WHAT ARE THE CRITERIA TO DECIDE WHICH CORPORATE FUNCTIONS WILL
RESIDE IN NEW JERSEY?
o WILL WE SHUT DOWN THE NEW JERSEY MORRISTOWN OFFICE?
o WILL WE BE REPORTING TO AKRON? HOW MUCH OF THE CORPORATE FUNCTION
WILL MOVE TO AKRON?
o ARE WE LOSING THE MORRISTOWN HEADQUARTERS AS THE CENTRAL OFFICES
FOR GPU? WILL ANYONE REMAIN IN JERSEY?
Pending the completion of the merger, Morristown will continue to
operate as the central offices for GPU. Following completion of the merger,
most corporate functions will likely relocate to Akron, Ohio. Although
final determinations have not been made, some unregulated units may remain
in Morristown. And, GPU Energy regional operations will continue to operate
in Morristown.
STRUCTURE
o WHAT IS GOING TO HAPPEN TO DIVERSIFIED HOLDINGS?
GPU has received approval from its Board of Directors to proceed in
forming the Diversified Holdings Group.
o WILL WE STILL HAVE A PRESENCE IN THE REGIONAL OFFICES?
GPU expects to continue to have a presence in our regional offices.
REORGANIZATION:
STRATEGY
o ARE WE GOING TO NOW DO EVERYTHING THE WAY OHIO DOES IT?
STRUCTURE
o WHEN PENELEC MERGED WITH MET-ED AND NEW JERSEY, GPU BECAME ONE
BIG COMPANY. IS GPU GOING TO BECOME ONE BIG COMPANY WITH
FIRSTENERGY OR IS GPU GOING TO BE A PIECE OF FIRSTENERGY?
o WILL THE NEW COMPANY DIVIDE GPU - KEEP SOME OF THE AREAS AND SELL
OFF OTHERS?
o ARE WE GOING TO PUT PEOPLE BACK IN THE DISTRICTS? DOES
FIRSTENERGY HAVE DISTRICT REPRESENTATIVES? WHAT ABOUT TEMPORARY
EMPLOYEES?
o WILL THERE BE A HUMAN RESOURCES DEPARTMENT FOR GPU ENERGY, OR
WOULD ALL THOSE SERVICES MOVE TO AKRON? (THIS WAS FOLLOWED BY A
COMMENT OF THE MOVE FROM LOCAL TO READING ALREADY BEING A
CONCERN, AND NOT WANTING IT TO GET EVEN MORE DISTANT.)
o WILL ACCOUNTING STAY IN JOHNSTOWN AND READING, OR WILL THOSE
GROUPS LIKEWISE NEED TO MOVE TO AKRON?
o WHAT FUNCTION OR JOBS WILL BE WHERE? IS METER TESTING TO BE IN
OHIO OR STAY IN PENNSYLVANIA? WHAT ABOUT THE WAREHOUSES?
o SEVERAL EMPLOYEES IN JOHNSTOWN ARE GPU SERVICE EMPLOYEES. WILL
THEIR ASSOCIATED STRUCTURE BE ADDRESSED BY YEAR-END?
o TO WHAT EXTENT WILL AREAS BE COMBINED? DOES THAT INCLUDE
COMBINING DISTRICTS?
o WHICH FACILITIES WILL BE MAINTAINED DOWN THE ROAD?
o WILL WE BE HEADING BACK TO CENTRALIZED FUNCTIONS OR
DECENTRALIZED?
FRED HAFER/LEADERSHIP
o WHAT WILL HAPPEN TO ALL OF THE EXCESS VICE PRESIDENTS?
o HOW WILL THIS MERGER AFFECT MIDDLE MANAGEMENT?
We understand that all of you are anxious for definitive answers
regarding what the combined company will look like, where jobs will be
located, and how the merger will specifically impact you. The resolution of
these issues is important to all of us, which is why they will be carefully
examined within the scope of the transition management process. This
careful analysis will take time.
Although there is much that we do not know yet, as we begin the
transition management process there are some important things we do know.
The transition management process includes the creation of transition teams
comprised of people from both organizations as well as oversight by a
Transition Management Steering Committee whose members include Fred D.
Hafer and Carole B. Snyder. The Steering Committee and the Transition Teams
will be working together to evaluate the best way to organize and manage
the new company and recommend best practices going forward. Senior
management is currently working on getting this process under way and
transition teams will be formed over the next two months.
The transition management work is very comprehensive and in reality
will span several months. Therefore, while we are committed to providing as
much information as we can about these issues as soon as we can, the
answers we all seek may not be available until this work is largely
completed. Please be assured that we will continue to share the answers
with you on a timely basis.
o WHEN WILL FRED HAFER ASSUME THE ROLE OF CHAIRMAN DEPENDING ON HOW
LONG IT TAKES (HE'S 59 CURRENTLY)?
Hafer will assume the role of chairman of FirstEnergy after the merger
is complete. We anticipate completion of the merger in 12 to 18 months.
