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)
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(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.
have filed a preliminary joint proxy statement/prospectus with the SEC.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS JOINT PROXY
STATEMENT/PROSPECTUS AND, WHEN IT BECOMES AVAILABLE, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS. THE JOINT PROXY STATEMENT/PROSPECTUS CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the definitive 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 definitive 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.
FirstEnergy, its directors, certain executive officers, and certain
other employees (Thomas M. Welsh, Manager of Communications, and Kurt E.
Turosky, Manager of Investor Relations) may be deemed under the rules of
the SEC to be "participants in the solicitation" of proxies from the
security holders of FirstEnergy in favor of the merger. FirstEnergy's
directors and executive officers beneficially own, in the aggregate, less
than 1% of the outstanding shares of FirstEnergy common stock. Security
holders of FirstEnergy may obtain additional information regarding the
interests of the "participants in the solicitation" by reading the joint
proxy statement/prospectus relating to the merger.
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.
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QUESTIONS AND ANSWERS ABOUT FIRSTENERGY
Here are some questions and answers about FirstEnergy Corp. as they
relate to a variety of topics.
STRATEGY
o WHAT IS FIRSTENERGY'S MIX OF ASSETS?
FirstEnergy is a diversified energy services holding company. Its
electric utility operating companies - Ohio Edison, The Illuminating
Company, Toledo Edison and Penn Power - comprise the nation's 10th largest
investor-owned electric system, serving 2.2 million customers.
In addition, FirstEnergy owns 16 generating plants with a total
capacity of more than 12,000 megawatts.
FirstEnergy has received all necessary regulatory approvals and
transferred its transmission assets to its subsidiary - American
Transmission Systems, Inc. (ATSI). ATSI owns and operates FirstEnergy's
major, high-voltage transmission facilities - approximately 7,100 circuit
miles of transmission lines with voltages of 69 kilovolts and higher and
129 transmission substations - with 37 interconnections with six other
regional utilities. These facilities represent an original cost of $1.2
billion.
FirstEnergy also is involved in the exploration and production of oil
and natural gas, and the transmission and marketing of natural gas,
including service to more than 40,000 business and residential customers.
Its resources include interests in more than 7,700 oil and gas wells, with
proved reserves of 450 billion cubic equivalent of natural gas and 5,000
miles of pipelines.
FirstEnergy offers a wide array of energy-related products and
services, including heating, ventilating, air conditioning, refrigeration
and energy management services - through its FirstEnergy Facilities
Services Group, Inc. subsidiary, which includes 11 leading electrical and
mechanical enterprises headquartered in Ohio, Pennsylvania, Indiana,
Maryland, New York and New Jersey.
o WHY DOESN'T FIRSTENERGY HAVE OVERSEAS INVESTMENTS LIKE GPU DOES?
FirstEnergy's strategic vision has been to be the premier energy and
energy-services supplier in a 13-state region in the northeast quadrant of
the United States. The merger with GPU is a perfect fit to make this vision
a reality.
REGULATION
o HAS FIRSTENERGY DEREGULATED? DOES FIRSTENERGY HAVE ANY NON-REGULATED
SUBSIDIARIES?
Through its unregulated FirstEnergy Services (FES) subsidiary,
FirstEnergy is licensed to sell electricity in the deregulated electric
markets of Pennsylvania, New Jersey, Delaware and Maryland. And, beginning
Jan. 1, 2001, FES also will offer electric service in Ohio's deregulated
electric market.
o IS OHIO DEREGULATED? WHAT IS THE STATUS OF DEREGULATION IN OHIO?
Beginning Jan. 1, 2001, all consumers in Ohio will be able to choose
their electricity supplier under the state's new electric utility
restructuring law. Ohio's natural gas market also is deregulated and
FirstEnergy is competing through its FirstEnergy Services subsidiary.
SHARES
o WHAT WAS FIRSTENERGY'S RETURN PER SHARE IN THE LAST QUARTER?
In the second quarter of 2000, FirstEnergy reported that net income
was $134.6 million, or 60 cents per share of common stock, compared with
net income of $125.3 million, or 55 cents per share, in the second quarter
of 1999. For the six months ended June 30, 2000, net income was $275.5
million, or $1.23 per share, compared with $262.0 million, or $1.15 per
share for the six months ended June 30, 1999.
TECHNOLOGY
o HOW IS FIRSTENERGY TIED TO OUR TRANSMISSION SYSTEM?
The FirstEnergy and GPU transmission systems are interconnected at the
northeast Ohio and northwest Pennsylvania borders.
o HOW LONG HAS ORACLE BEEN IN USE AT FIRSTENERGY?
Most of FirstEnergy's Oracle capabilities were a result of the
Centerior merger. Oracle was selected as its Enterprisewide Resource
Program in June 1997. In January 1999, FirstEnergy implemented 17 major
systems, a few of which were Oracle applications. They include Financials
and Supply Chain directly from Oracle. The rest of the systems were built
around Oracle as their database.
BUSINESS
o HAS FIRSTENERGY BOUGHT ANY CONTRACTING COMPANIES SUCH AS MYR?
FirstEnergy's Facilities Services Group - which includes 11 mechanical
services companies - is the largest mechanical contractor in the Midwest
and the seventh largest mechanical contractor in the United States. The
companies are headquartered in Indiana, Maryland, New York, Ohio,
Pennsylvania and Virginia.
o DOES FIRSTENERGY HAVE A TELECOM BUSINESS?
FirstEnergy Telecom Corp., a subsidiary of FirstEnergy, has a
350-route-mile fiber optic network connecting Cleveland and Akron. It also
links with AEP Communications' fiber optic network in Canton, Ohio. In
addition, FirstEnergy Telecom is a member of America's Fiber Network LLC, a
new super-regional, high-speed fiber optics telecommunications company with
a network of more than 7,000 route miles, or 140,000 fiber miles,
connecting major markets in the eastern United States to secondary markets
with a growing need for broadband access. GPU Telcom also is a partner in
this venture.
UNIONS
o TO WHAT EXTENT IS FIRSTENERGY UNIONIZED?
Of FirstEnergy's 13,300 employees, approximately 4,800 are represented
by labor unions.
Of that total, 3,400 work for the electric utility operating
companies; 465 work for the FirstEnergy Nuclear Operating Company
subsidiary; and 900 work for the Facilities Services Group companies.
The unions that represent FirstEnergy employees include: IBEW, UWUA
and O&P.
<PAGE>
MERGER INTEGRATION FOCUS
OF 'STATE OF THE COMPANY' BROADCAST
There was an "immediate sense of terrific chemistry," at the
FirstEnergy/GPU Strategy Team Kickoff last week in Akron reported Carole B.
Snyder, executive vice president, Corporate Affairs, GPU Service, during
the "State of the Company" broadcast" Oct. 19.
Snyder, joined by Kevin Keough, FirstEnergy's Integration Program
leader and vice president of Business Planning and Ventures, briefed
employees on merger progress and responded to employee questions.
Keough said that in his experience with other mergers, while a partner
and leader within the Electric Power/Natural Gas Practice at McKinsey &
Company's Cleveland office, the positive chemistry experienced at the
kickoff "is not always the case."
Both attributed this to GPU and FirstEnergy having "substantially
similar" cultures and organizations as well as the positive tone set by
FirstEnergy Chief Executive Officer Pete Burg and GPU Chairman, President
and Chief Executive Officer Fred D. Hafer.
Keough indicated it was this type of rapport that attracted him in
1999 to join FirstEnergy, one of his major clients at McKinsey.
While the kickoff proved exhilarating for the more than 100
participants, there is a shared sense uncertainty. "The Strategy Track
process implies we don't have all the answers. Getting the answers and
filling the gaps is what this process is all about," Keough said.
He acknowledged that personal concern over post-merger job security
can be unsettling. "I don't know myself what my job will be coming out of
this."
"What we all must keep in mind," Snyder said, "is that GPU's fit with
FirstEnergy is so complementary that we will emerge a much bigger, stronger
and more strategic company than we ever would have standing alone."
As the Strategy Teams set about their work, Snyder and Keough outlined
guiding principles:
o COMMUNICATE, COMMUNICATE AND COMMUNICATE SOME MORE;
o MAINTAIN THE COMMITMENT TO TREAT EMPLOYEES IN A PROFESSIONAL AND
DIGNIFIED MANNER;
o CAPTURE BEST PRACTICES FROM BOTH COMPANIES;
o CREATE ONE COMPANY, NOT TWO SEPARATE ONES JOINED BY A HOLDING COMPANY;
o ATTEMPT TO AVOID INDIVIDUAL COMPANY BUSINESS PRACTICES AND COMMITMENTS
DURING THE TRANSITION PERIOD THAT MAY BE DISADVANTAGEOUS FOR THE
COMBINATION OF FIRSTENERGY AND GPU;
o ESTABLISH AN OPEN ENVIRONMENT WHERE DISSENTING OPINIONS ARE INVITED
AND CONSIDERED; AND
o MAINTAIN LIMITS ON THE ROLE OF CONSULTANTS.
On the heels of the Strategy Teams will be the Transition Track, which
begins at the end of November. Selection to teams in either area, Keough
said, is "based on being very familiar and substantive with the subject
matter of the team as well as an open-minded attitude."
Responding to a question about what the mix of generation and
distribution will look like in the merged company, Keough said the
Commodity Sourcing Team has been charged with examining this topic.
Snyder reminded the audience that questions on what company
information is appropriate to share with FirstEnergy counterparts or others
regarding the merger, should be referred to supervisors.
