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>
INDUSTRY NEWS
FIRSTENERGY REPORTS
HIGHER 3RD QUARTER EARNINGS
FirstEnergy Corp. reported that net income in the third quarter of
2000 was $198.2 million, or 89 cents per share of common stock, compared
with net income of $185.8 million, or 82 cents per share, in the third
quarter of 1999.
For the nine months ended Sept. 30, 2000, net income was $473.7
million, or $2.12 per share, compared with $447.9 million, or $1.97 per
share, for the nine months ended Sept. 30, 1999.
Improved earnings results reflect the addition of nearly 30,000
new electricity customers in FirstEnergy's regulated service area during
the nine-month period, and a near tripling of power sales to customers in
unregulated energy markets, including Pennsylvania, New Jersey and
Delaware.
Total generation kilowatt-hour sales were up 1.2 percent for the
quarter, despite a 2.2 percent decline in power deliveries to customers in
its regulated service area. Although power deliveries to industrial
customers were up 1.4 percent, commercial sales were flat and deliveries to
residential customers were down 9.4 percent. The drop in sales was
primarily due to milder weather during the quarter, resulting in lower
air-conditioning load.
The company's financial performance also was enhanced by the sale
of sulfur dioxide emission allowances in the third quarter, which were
partially offset by increased operating costs resulting from the nuclear
refueling outage of Unit 2 at the Beaver Valley Power Station and the cost
of installing additional peaking generation this year.
Total revenues for the third quarter were $1.9 billion, compared
with $1.7 billion for the year-earlier quarter. For the nine-month period
this year, revenues were $5.2 billion, compared with $4.7 billion for the
same period in 1999.
FirstEnergy continued its aggressive efforts to retire and
refinance long-term debt. Debt reductions during the first nine months of
2000 totaled $382.7 million, which will produce annual interest savings of
$27.1 million. Also during the period, refinancing and repricing of debt
totaled $448.5 million and will reduce interest expense by $4.0 million
annually.
U.S. GOVERNMENT APPROVES
$100 MILLION FOR FUEL CELL RESEARCH
The U.S. government is giving fuel cells a significant boost with
an infusion of $100 million to develop technologies for various
applications, the Environmental News Network said.
President Clinton signed the Interior Appropriations Bill, which
contained nearly $100 million in funding for fuel cell technology research.
This sum represents the full amount in Clinton's original budget plus an
unanticipated $10 million bump.
"This is the first time in recent memory that Congress fully
funded the Department of Energy's (DOE) fuel-cell research budget," said
Robert Rose, executive director of Breakthrough Technologies Institute/Fuel
Cells 2000. "The program additions are all the more evidence that the
promise of fuel cells is finally being recognized.
"No other energy technology combines the benefits that fuel cells
offer," he added. "They are efficient, environmentally very clean and very
flexible. Fuel cells can be used and are being developed for every
conceivable power demand, from batteries to power for the grid."
The chief aim of the government's support is to fuel research that
will advance technology and reduce the cost of fuel cells, making them a
more viable energy option, Rose said. Funding is divided into three areas:
$52.7 million for stationary fuel-cell research, $41.5 million to explore
fuel-cell transportation alternatives and $5.5 million for the DOE's Fuel
Cells for Buildings program.
Stationary fuel cells are relatively large units that can generate
up to 200 kilowatts. Several units grouped together could power an office
park or a small community, Rose said.
The money earmarked for transportation will be used in part to
refine the use of fuel cells in vehicles. Fuel-cell transportation
researchers also will investigate technologies that would give fuel cells
flexibility in terms of the substances they use to generate power.
Fuel Cells for Buildings concentrates on fuel-cell applications
for buildings that are not being addressed by other programs. The new
funding will go toward developing a prototype fuel processor, completing
the design for a 50-kilowatt co-generator for buildings and other research
and development. The monies allocated for 2001 represent a 55 percent
increase from last year's budget.
<PAGE>
GPUE REORGANIZATION QUESTIONS AND ANSWERS
Here are some questions and answers from employees in connection with
GPU Energy's reorganization. More questions and answers will appear in
future editions of Connect!
BUSINESS STRATEGY:
------------------
o HOW DO OUR STRATEGIC OBJECTIVES ALIGN WITH FIRSTENERGY'S? WILL THEY
ALSO DO THE SAME?
While our strategic objectives are stated somewhat differently than
FirstEnergy's, they are in the same spirit. The strategic vision of
FirstEnergy is to be: 1) A leading regional retail energy and related
services provider; 2) The preferred choice for total customer solutions; 3)
The shareholders' choice for long-term growth and investment value; and 4)
Driven by the skills, diversity, flexibility and the character of their
employees. We believe our Vision is consistent with those goals
o WHO WILL SHEPHERD THE STRATEGIC PROCESS NOW THAT KELLY TOMBLIN WILL BE
FOCUSING ON THE MERGER TRANSITION?
The strategy will be delivered today to the new leadership, who will
take ownership of its implementation. Tomblin will continue to be involved
on the transition strategy in conjunction with the director of business
planning.
TOP QUARTILE TEAM RESPONSE:
o MAPS AND EMERGENCY RESPONSE - IT'S GOOD TO HAVE THE MAPS IN THE OFFICE
ON THE COMPUTER BUT HOW ABOUT IN THE TRUCKS? THIS WILL SAVE TIME. ARE
THE MDTS IN THE TRUCKS ALSO GOING TO HAVE MAPPING CAPABILITY. THIS IS
REFERENCING THE PILOT PROGRAM TO PUT MAPPING COMPUTERS IN DISTRICTS.
We are going to be putting the same mapping software that we are
putting into district offices into the trucks that have terminals. Also, we
will be generating paper circuit maps that will be in all trucks.
ORGANIZATION DESIGN:
-------------------
o WILL THERE BE A REBIRTH OF THE SALES AND MARKETING "DEPARTMENT" TO
PROMOTE ALL THE NEW PRODUCTS AND SERVICES THAT WILL SHAKE OUT OF THE
STRATEGIC INITIATIVES (E.G. GATEWAY)?
There will be a rebirth of marketing. Where and how that gets done is
yet to be determined.
o IN THE NEW ORGANIZATION, WHERE IS THE POSITION/RESPONSIBILITY FOR
DIRECTOR - STRATEGY AND VISION RESIDE?
In the office of business planning and in the offices of the region
presidents.
o WHY ISN'T EMPLOYEE SATISFACTION A RESPONSIBILITY OF THE REGION LEADER
WITHIN THE BALANCED SCORECARD? EMPLOYEE DEVELOPMENT SEEMS LIKE IT
SHOULD BE A WAY TO ACHIEVE EMPLOYEE SATISFACTION.
Employee satisfaction is the responsibility of the region president.
It will be managed under the manager, diversity culture and training.
OTHER:
-----
o WHEN WILL METER READERS BE ALLOWED TO TAKE HOME COMPANY CARS?
This would occur in later 2001, after re-routing is completed and the
necessary technology for remote downloading and uploading of meter reading
data to the handheld meter reading device is installed.
o WHERE WILL THE APPRENTICE PROGRAM BE CONDUCTED NOW THAT GILLETTE
HAS BEEN SOLD?
Design groups are reviewing sites, and the number of training sites
will be determined based on the number of apprentices. We expect to know
how many apprentices we will have in the program by the end of the year.
o WHEN CLIMBING SCHOOL OPENS, HOW MANY POSITIONS DO YOU ANTICIPATE WILL
BE POSTED?
The decision regarding the number of apprentices will not be made
until later this year, after a staffing study and work plan review have
been completed
o IS THERE A SET DATE FOR THE APPRENTICESHIP PROGRAMS YET? WHAT IS
TAKING SO LONG?
The exact date for the start of the apprentice program has not been
determined yet. Recommendations regarding all of the apprentice training
programs will be offered to GPU Energy President and Chief Executive
Officer Mike Chesser and the GPUE leadership in early December. It is hoped
that the number of apprentices will be known by that time and that a more
complete schedule for program implementation can be announced.
However, it is anticipated that apprentice programs will begin by
mid-2001. The delays in announcing a firm schedule can be attributed to a
number of factors including:
1. The apprentice training design teams are still meeting and will
not have completed their work until early December.
2. Currently, a staffing study is being conducted to identify the
number of employees needed for the future. That study also should
be completed by December.
o WHEN WILL THE STORM ROOM BE OVERHAULED SO THAT MATERIALS ARE RECEIVED
IN A TIMELY MANNER, ESPECIALLY SAFETY MATERIALS?
We are not anticipating an "overhaul" of the Regional Distribution
Centers, although we do conduct monthly process improvement meetings that
address and implement changes, such as material delivery schedules.
Additionally, safety and tool items are currently being addressed as an
outcome from the Top Quartile Team initiative. Regarding the timeliness of
material receipts, users are reminded to utilize the reservation process to
request their materials and plan their requirements in advance based upon
current material lead times (which is stated as "Planned Delivery Time" in
the MRP 2 screen for the material item in SAP).
o WHY DON'T WE SEE DR. HAMMER'S THEORY IN ANY OF THIS? IS IT BECAUSE
LISTENING TO HIM WAS A BIG MISTAKE?
Dr. Hammer's ideas on process will be incorporated into the new
regional organization. In fact, the work transition team is mapping
processes as their first assignment. Dr. Hammer's ideas on processes can be
incorporated into many types of organizations.
