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
[X] Definitive Additional Materials
[_] 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
<PAGE>
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.
<PAGE>
BRIEFLY
MERGER FILINGS
FirstEnergy and GPU took another step toward securing the necessary
approvals for their proposed merger when they submitted applications
Thursday to the Federal Energy Regulatory Commission (FERC), New Jersey
Board of Public Utilities (BPU) and Pennsylvania Public Utility Commission
(PUC).
The merger also is conditioned, among other things, upon the approval of
each company's shareholders. Votes will be taken at Special Shareholder
Meetings to be held Nov. 21 in Akron, Ohio, and Morristown, N.J.
Application for approval of the merger was submitted to the Nuclear
Regulatory Commission on Sept. 26. Filings will be made with the Federal
Communications Commission, the Securities and Exchange Commission (SEC),
and the Department of Justice under the Hart-Scott-Rodino Act by the end of
the year.
FirstEnergy also will register as a holding company with the SEC under the
Public Utility Holding Company Act of 1935 (GPU is already a registered
holding company.)
<PAGE>
CLARIFICATION
The Oct. 23, 2000 edition of Connect! covered the "State of the
Merger" broadcast with Carole Snyder and Kevin Keough. In reporting the
"Guiding Principles" of the merger process, it was incorrectly noted that
employees: Attempt to avoid individual company business practices and
commitments during the transition period that may be disadvantageous for
the combined companies.
Not only is this not one of the "Guiding Principles," but DURING THE
TRANSITION PERIOD BEFORE THE MERGER IS COMPLETED, GPU AND FIRSTENERGY ARE
REQUIRED BY LAW TO CONTINUE OPERATING AS INDEPENDENT BUSINESSES AND AVOID
COORDINATING THEIR PRE-MERGER BUSINESS DECISIONS AND ACTIVITIES.
