<PAGE>
Filed Pursuant to Rule 424(b)(1)
Registration File No.: 333-07895
PROSPECTUS
$300,000,000
GPU, INC.
7.70% DEBENTURES, SERIES A DUE 2005
------------
GPU, Inc. is offering hereby $300,000,000 aggregate principal amount of its
debentures.
Interest on the debentures is payable semiannually on June 1 and December 1
of each year, beginning on June 1, 2001, at the rate set forth above, subject to
increase in certain circumstances as discussed under the caption "Description of
Debentures -- Interest" in this prospectus. The debentures will mature on
December 1, 2005. GPU, Inc. may redeem some or all of the debentures from time
to time at redemption prices discussed under the caption "Description of
Debentures -- Optional Redemption" in this prospectus.
The debentures will be unsecured obligations of GPU, Inc. and will rank
equally with all of GPU, Inc.'s other unsecured and unsubordinated indebtedness.
There is currently no public market for the debentures. GPU, Inc. does not
intend to list the debentures on any securities exchange.
GPU, Inc.'s principal executive offices are located at 300 Madison Avenue,
Morristown, New Jersey 07962, telephone number (973) 401-8200.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------
PER DEBENTURE TOTAL
--------------- ---------------
Public Offering Price 99.811% $299,433,000
Underwriting Discount 0.600% $ 1,800,000
Proceeds to GPU, Inc. 99.211% $297,633,000
Interest on the debentures will accrue from the date of issuance.
Purchasers of debentures must pay the accrued interest if they take delivery of
debentures after the date of issuance.
------------
The underwriters have agreed to purchase all of the debentures if they
purchase any of them. The underwriters are offering the debentures subject to
various conditions. The underwriters expect to deliver the debentures, in
book-entry form only, to purchasers through The Depository Trust Company on or
about December 6, 2000.
------------
SALOMON SMITH BARNEY
ABN AMRO INCORPORATED
CHASE SECURITIES INC.
FIRST UNION SECURITIES, INC.
December 4, 2000
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. GPU HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. GPU IS NOT MAKING AN OFFER OF THESE DEBENTURES IN
ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS
OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE PROSPECTUS.
----------------
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Where You Can Find More Information ................................................ 1
Incorporation by Reference ......................................................... 1
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 ... 1
Certain Consolidated Financial Information ......................................... 3
Consolidated Ratio of Earnings to Fixed Charges .................................... 3
GPU, Inc. .......................................................................... 4
Recent Developments ................................................................ 4
Use of Proceeds .................................................................... 5
Description of Debentures .......................................................... 5
Underwriting ....................................................................... 17
Experts ............................................................................ 18
Legal Opinions ..................................................................... 18
</TABLE>
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[THIS PAGE INTENTIONALLY LEFT BLANK.]
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WHERE YOU CAN FIND MORE INFORMATION
GPU, Inc. ("GPU") files annual, quarterly and other reports and other
information with the Securities and Exchange Commission ("SEC"). You can read
and copy any information filed by GPU with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain
additional information about the Public Reference Room by calling the SEC at
1-800-SEC-0330.
In addition, the SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including GPU. GPU also
maintains an Internet site (http://www.gpu.com). Information contained on GPU's
Internet site does not constitute part of this prospectus.
INCORPORATION BY REFERENCE
The SEC allows GPU to incorporate by reference the information that GPU
files with the SEC, which means that GPU may, in this prospectus, disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
GPU is incorporating by reference the documents listed below and any future
filings GPU makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, until GPU sells all of the Debentures (defined
herein) described in this prospectus, and any such filings which GPU makes with
the SEC after the initial filing of the registration statement of which this
prospectus is a part and prior to the effective date of such registration
statement. Information that GPU files in the future with the SEC will
automatically update and supersede this information.
(1) GPU's Annual Report on Form 10-K for the year ended December 31, 1999.
(2) GPU's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000 (as amended by Form 10-Q/A
filed with the SEC on November 13, 2000).
(3) GPU's Current Reports on Form 8-K filed with the SEC on February 4,
2000, March 3, 2000, April 18, 2000, May 1, 2000, June 21, 2000, June
30, 2000, August 4, 2000, August 11, 2000 and October 6, 2000.
(4) Joint Proxy Statement/Prospectus of GPU and FirstEnergy Corp., filed
with the SEC on October 18, 2000, excluding therefrom all documents
filed by FirstEnergy Corp. with the SEC which are incorporated therein
by reference.
You may request a copy of these documents, at no cost to you, by writing or
calling Investor Relations, GPU, Inc., 310 Madison Avenue, P.O. Box 1957,
Morristown, New Jersey 07962, telephone number (973) 401-8204.
You should rely only on the information contained in, or incorporated by
reference in, this prospectus. Neither GPU nor any underwriter, agent or dealer
has authorized anyone else to provide you with different information. Neither
GPU nor any underwriter, agent or dealer is making an offer of these Debentures
in any state where the offer is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any date other than
the date on the front of the prospectus.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, GPU is hereby filing cautionary statements
identifying important factors that could cause GPU's actual results to differ
materially from those projected in forward-looking statements (as that term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of GPU which are made in this prospectus, in presentations, in response
to questions or otherwise. Any statements that express, or involve discussions
as to, expectations, beliefs, plans, objectives, assumptions or future
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events or performance (often, but not always, through the use of words or
phrases such as "anticipates," "believes," "estimates," "expects," "intends,"
"plans," "projects," "will likely," "result," "will continue" or similar
expressions) are not statements of historical facts and may be forward-looking.
Forward-looking statements involve estimates, assumptions and uncertainties
and are qualified in their entirety by reference to, and are accompanied by, the
following important factors, which are difficult to predict, contain
uncertainties, are beyond the control of GPU and may cause actual results to
differ materially from those contained in those forward-looking statements:
o the consummation of the proposed merger of GPU with FirstEnergy Corp.
(see "Recent Developments" below);
o the effects of regulatory decisions, including any conditions imposed
upon the proposed merger with FirstEnergy Corp.;
o changes in law and other governmental actions and initiatives;
o economic or weather conditions affecting future sales and margins;
o the impact of deregulation and increased competition in the industry;
o industry restructuring;
o expected outcomes of legal proceedings;
o energy prices and availability; and
o uncertainties involved with foreign operations including political
risks and foreign currency fluctuations.
Any forward-looking statement speaks only as of the date on which that
statement is made, and GPU undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.
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CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------------- 2000
1997 1998 1999 (UNAUDITED)
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Income Summary:
Operating Revenues ......... $4,143,379 $4,248,792 $4,757,124 $5,283,539
Net Income ................. 335,101 360,126 459,014 97,181
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
(UNAUDITED)
-----------------------------------------------------
DECEMBER 31, 1999 ACTUAL AS ADJUSTED(2)
------------------------- ------------------------- -------------------------
AMOUNT % AMOUNT % AMOUNT %
------------- --------- ------------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Capital Structure:
Long-Term Debt
(including unamortized
net discount) (3) ............ $ 6,420,910 62.3 $5,177,358 58.4 $5,477,358 59.7
Subsidiary-Obligated
Mandatorily
Redeemable Preferred
Securities ................... 125,000 1.2 125,000 1.4 125,000 1.4
Subsidiary-Obligated Trust
Preferred Securities ......... 200,000 2.0 200,000 2.3 200,000 2.2
Preferred Stock (including
premium) (4) ................. 96,649 0.9 74,982 0.8 74,982 0.8
Common Equity (5) .............. 3,464,953 33.6 3,290,853 37.1 3,290,853 35.9
----------- ----- ---------- ----- ---------- -----
Total .......................... $10,307,512 100.0 $8,868,193 100.0 $9,168,193 100.0
</TABLE>
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(1) This information should be read in conjunction with GPU's Annual Report on
Form 10-K for the year ended December 31, 1999 and Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000 (as amended by Form 10-Q/A filed with the SEC on
November 13, 2000).
(2) Reflects the sale of the Debentures offered hereby.
(3) Includes obligations due within one year.
(4) Includes mandatory sinking fund obligations due within a year.
(5) GPU has 350,000,000 shares of Common Stock authorized, of which 121,805,540
shares and 121,332,510 shares were outstanding at December 31, 1999 and
September 30, 2000, respectively.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
GPU has calculated its ratios of earnings to fixed charges as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
NINE MONTHS ENDED TWELVE MONTHS ENDED
1995 1996 1997 1998 1999 SEPTEMBER 30, 2000 SEPTEMBER 30, 2000
---------- --------- --------- --------- --------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
3.29 2.37 2.44 2.43 2.30 1.22 1.27
</TABLE>
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GPU, INC.
GPU, a Pennsylvania corporation, is a holding company registered under the
Public Utility Holding Company Act of 1935 ("1935 Act"). GPU does not directly
operate any utility properties, but owns all the outstanding common stock of
three domestic electric utilities serving customers in New Jersey -- Jersey
Central Power & Light Company ("JCP&L") -- and Pennsylvania -- Metropolitan
Edison Company ("Met-Ed") and Pennsylvania Electric Company ("Penelec"), as well
as interests in foreign utility transmission, distribution and generation
facilities. The customer service function, transmission and distribution
operations of these electric utilities are conducting business under the name
GPU Energy. JCP&L, Met-Ed and Penelec considered together are referred to as the
"GPU Energy companies." GPU Capital, Inc. and GPU Electric, Inc. and their
subsidiaries own, operate and fund the acquisition of electric and gas
transmission and distribution systems in foreign countries. GPU International,
Inc. and GPU Power, Inc. and their subsidiaries develop, own and operate
generation facilities in the United States and foreign countries. Other
subsidiaries of GPU include: GPU Advanced Resources, Inc., which is involved in
retail energy sales; GPU Telcom Services, Inc., which is engaged in
telecommunications-related businesses; MYR Group Inc., an infrastructure
construction services company; GPU Service, Inc., which provides legal,
accounting, financial and other services to the GPU companies; and Midlands
Electricity plc, an electric distribution company serving a population of five
million in England.
GPU is subject to regulation by the SEC under the 1935 Act. The GPU Energy
companies' retail rates, conditions of service, and issuance of securities are
subject to regulation in the state in which each utility operates -- in New
Jersey by the New Jersey Board of Public Utilities and in Pennsylvania by the
Pennsylvania Public Utility Commission. The Nuclear Regulatory Commission (the
"NRC") regulates the ownership and operation of nuclear generating stations. The
GPU Energy companies are also subject to wholesale rate and other regulation by
the Federal Energy Regulatory Commission (the "FERC") under the Federal Power
Act. In addition, certain foreign subsidiaries and affiliates are subject to
rate and other regulation.
The electric generation and transmission facilities of the GPU Energy
companies are physically interconnected and are operated as a single integrated
and coordinated systems serving a population of approximately five million in
New Jersey and Pennsylvania. For the year 1999, the GPU Energy companies'
revenues were about equally divided between Pennsylvania customers and New
Jersey customers.
The area served by the GPU Energy companies extends from the Atlantic Ocean
to Lake Erie, is generally comprised of small communities, rural and suburban
areas and includes a wide diversity of industrial enterprises, as well as
substantial farming areas. The GPU Energy companies' transmission facilities are
physically interconnected with neighboring nonaffiliated utilities in
Pennsylvania, New Jersey, Maryland, New York and Ohio. The interconnection
facilities are used for substantial capacity and energy interchange and
purchased power transactions, as well as emergency assistance. The GPU Energy
companies are members of the PJM Power Pool and the Mid-Atlantic Area Council,
an organization providing coordinated review of the planning by utilities in the
PJM area. The PJM Power Pool is a limited liability company which is governed by
an independent board of managers and has been recognized by the FERC as an
Independent System Operator.
RECENT DEVELOPMENTS
On August 8, 2000, GPU announced that its Board of Directors and the Board
of Directors of FirstEnergy Corp. ("FirstEnergy") had unanimously approved a
merger agreement pursuant to which GPU will merge with and into FirstEnergy with
FirstEnergy continuing as the surviving corporation. FirstEnergy would also
assume GPU's outstanding debt, including the Debentures offered hereby.
Following the merger, the combined company's principal domestic electric
utility operating companies would include FirstEnergy's Ohio Edison Company,
Pennsylvania Power Company, The
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Cleveland Electric Illuminating Company and The Toledo Edison Company, as well
as the GPU Energy companies. Together, these companies serve approximately 4.3
million customers within 37,200 square miles of Ohio, Pennsylvania and New
Jersey.
The merger was approved by GPU's and FirstEnergy's shareholders on November
21, 2000. Regulatory approvals will also be required from the SEC, the FERC, the
Federal Communications Commission, the NRC and the Pennsylvania and New Jersey
utility commissions. In addition, the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act must have expired or terminated and
certain approvals from foreign regulatory agencies are necessary. As a result of
the merger, FirstEnergy will be required to register with the SEC as a holding
company under the Public Utility Holding Company Act of 1935.
Subject to the timely receipt of regulatory approvals, it is expected that
the merger could be completed by the end of the second quarter of 2001.
FirstEnergy files annual, quarterly and other reports and information with
the SEC. You can read and copy any information filed by FirstEnergy with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W. Washington, D.C.
20549 or from the Internet site maintained by the SEC (http://www.sec.gov).
Information filed by FirstEnergy with the SEC does not constitute part of this
prospectus.
USE OF PROCEEDS
GPU will use the net proceeds from the sale of the Debentures to repay
short-term debt, incurred by it for working capital and other corporate purposes
and for the repayment of short-term debt of its wholly-owned subsidiaries, GPU
Capital, Inc., GPU Electric, Inc. and GPU Australia Holdings, Inc., which was
primarily incurred to finance investments in foreign utility companies. At
November 15, 2000, GPU and such subsidiaries had an aggregate of approximately
$1.3 billion of short-term debt outstanding, which had maturities ranging from
one to 99 days and which bore interest at rates ranging from 6.57% to 7.13%.
DESCRIPTION OF DEBENTURES
General. The following description sets forth the specific terms and
provisions of GPU's unsecured debt securities that GPU is offering by this
prospectus.
GPU will issue the 7.70% Series A Debentures due 2005 (the "Debentures")
under an Indenture ("Indenture") between GPU and United States Trust Company of
New York, as trustee ("Trustee"), supplemented by an officer's certificate
establishing terms of the Debentures. The Indenture provides that GPU may issue
debentures, including the Debentures, notes or other evidence of indebtedness
(each a "Debt Security") in an unlimited amount, from time to time in one or
more series. The Debentures will constitute a series of Debt Securities under
the Indenture.
The Debentures will mature on December 1, 2005.
The following descriptions of the Debentures and the Indenture are
summaries and are qualified by reference to the Indenture. The form of the
Indenture is being filed as an exhibit to the registration statement, and you
should read the Indenture for provisions that may be important to you.
References to certain sections of the Indenture are included in parentheses.
Whenever particular provisions or defined terms in the Indenture are referred to
under this "Description of Debentures," such provisions or defined terms are
incorporated by reference herein. The Indenture will be qualified under the
Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939
for provisions that apply to the Debentures.
Structural Subordination. The Debentures will be GPU's direct unsecured
general obligations and will rank equally with GPU's other unsecured and
unsubordinated obligations. As a holding company, GPU derives substantially all
of its income from its operating subsidiaries. As a result, the Debentures will
be effectively subordinated to debt and preferred stock at the subsidiary level.
There
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can be no assurance as to the timing and amount of common stock dividend
payments received by GPU from its subsidiaries. The financial statements of GPU
incorporated by reference in this prospectus show the aggregate amount of the
subsidiary debt and preferred stock and the other debt of GPU as of the date of
these financial statements.
Interest. Interest on the Debentures will:
o Be payable in U.S. dollars at a rate of 7.70% per annum, subject to
adjustment as described below.
o Be subject to increase as follows:
-- If an Interest Adjustment Event (as defined below) shall have
occurred, then, commencing on, and as of, the date of each Interest
Adjustment Event, the rate at which interest on the Debentures
accrues will be increased from the initial rate set forth above by:
a) 75 basis points if the Debentures are rated below Investment
Grade by one of the Rating Agencies; or
b) 150 basis points if the Debentures are rated below Investment
Grade by both Rating Agencies.
-- "Interest Adjustment Event" means either of the following:
a) consummation of the proposed merger of GPU with and into
FirstEnergy if, upon such consummation, the rating of the
Debentures by either Rating Agency shall be below Investment
Grade; or
b) the lowering of the rating of the Debentures from Investment
Grade to below Investment Grade by either Rating Agency if
such action occurs within 90 days after the date of the
consummation of the merger.
-- The Indenture provides that GPU will notify the Trustee promptly
following each Interest Adjustment Event, and the Trustee will give
prompt notice thereof to the holders of the Debentures.
-- No further adjustments in interest rate will be made if either
Rating Agency subsequently raises its rating of the Debentures.
-- "Rating Agency" means either Moody's Investor Service, Inc. or
Standard & Poor's Ratings Group. "Investment Grade" means ratings
at or higher than Baa3 for Moody's and BBB- for S&P.
-- The interest rate on the Debentures will not be so adjusted at any
time after GPU has made in respect of the Debentures the
irrevocable deposit with the Trustee of cash or eligible
obligations described below in "Satisfaction and Discharge".
o Be computed for each interest period on the basis of a 360-day year
consisting of twelve 30-day months and for any period shorter than a
full month, on the basis of the actual number of days elapsed in such
period.
o Be payable semiannually in arrears on June 1 and December 1 of each
year, commencing June 1, 2001, and at maturity.
o Originally accrue from, and include, the date of their initial
issuance.
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o Be paid to the persons in whose names the Debentures are registered at
the close of business (1) on the business day prior to each interest
payment date if the Debentures remain in book-entry only form or (2) on
the 15th calendar day before each interest payment date if the
Debentures do not remain in book-entry only form. See "Book-Entry Only
Issuance -- The Depository Trust Company" below.
In the event that any interest payment date is not a business day, then
payment of interest payable on such date will be made on the next succeeding day
which is a business day (and without any interest or other payment in respect of
such delay).
The covenants contained in the Indenture will not afford holders of
Debentures protection in the event of a highly-leveraged or similar transaction
involving GPU.
Optional Redemption. GPU may redeem the Debentures, at its option, in whole
or in part from time to time, at any time prior to their maturity (each a
"Redemption Date"). GPU will give notice of its intent to redeem the Debentures
upon at least 30 days notice but not more than 60 days notice prior to a
Redemption Date. If GPU redeems all or any part of the Debentures, it will pay a
redemption price equal to the greater of (1) 100% of the principal amount of the
Debentures to be redeemed or (2) the sum of the present values of the Remaining
Scheduled Payments (as defined below) discounted, on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate equal to
the sum of the Treasury Rate (as defined below) and 25 basis points.
Accrued interest will be payable to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by GPU.
"Comparable Treasury Price" means, with respect to any Redemption Date, the
average of the Reference Treasury Dealer Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third business day
preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc., ABN
AMRO Incorporated and Chase Securities Inc. and their respective successors. If
any of the foregoing shall cease to be a primary U.S. Government securities
dealer (a "Primary Treasury Dealer"), GPU shall substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Debenture to be
redeemed, the remaining scheduled payments of principal of and interest on such
Debenture that would be due after the related Redemption Date but for such
redemption (utilizing the interest rate borne by such Debenture on the
Redemption Date). If such Redemption Date is not an interest payment date with
respect to such Debenture, the amount of the next succeeding scheduled interest
payment on such Debenture will be reduced by the amount of interest accrued on
such Debenture to such Redemption Date.
On and after the Redemption Date, interest will cease to accrue on the
Debentures or any portion of the Debentures called for redemption (unless GPU
fails to make the payment of the redemption price and accrued interest). On or
before the Redemption Date, GPU will deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued interest on
the Debentures to be redeemed on such date.
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The Indenture provides that if GPU at any time elects to redeem only a part
of the Debentures, the Trustee, as security registrar, will select the
particular Debentures to be redeemed using any method that it deems fair and
appropriate. However, if the Debentures are solely registered in the name of
Cede & Co. and traded through The Depository Trust Company ("DTC"), then DTC
will select the Debentures to be redeemed in accordance with its practices as
described in "Book-Entry Only Issuance -- The Depository Trust Company."
If at the time notice of redemption is given, the redemption moneys are not
on deposit with the Trustee, then the redemption shall be subject to their
receipt on or before the Redemption Date and such notice shall be of no effect
unless such moneys are received.
Payment and Paying Agents. Interest, if any, on each Debenture payable on
each interest payment date will be paid to the person in whose name such
Debenture is registered as of the close of business on the regular record date
for the interest payment date. However, interest payable at maturity will be
paid to the person to whom the principal is paid. If there has been a default in
the payment of interest on any Debenture, the defaulted interest may be paid to
the holder of such Debenture as of the close of business on a date to be fixed
by the Trustee, which will be between 10 and 15 days prior to the date proposed
by GPU for payment of such defaulted interest or in any other manner permitted
by any securities exchange on which such Debenture may be listed, if the Trustee
finds it practicable. (See Indenture, Section 307.)
Principal of, and premium, if any, and interest, if any, on the Debentures
at maturity will be payable upon presentation of the Debentures at the corporate
trust office of the Trustee, in The City of New York, as Paying Agent for GPU.
GPU may change the place of payment on the Debentures, may appoint one or more
additional Paying Agents, including GPU, and may remove any Paying Agent, all at
the discretion of GPU. (See Indenture, Section 602.)
Registration and Transfer. The transfer of Debentures may be registered,
and Debentures may be exchanged for other Debentures of the same series of
authorized denominations and with the same terms and principal amount, at the
corporate trust office of the Trustee in The City of New York. GPU may change
the place for registration of transfer and exchange of the Debentures and may
designate additional places for such registration and exchange. No service
charge will be made for any transfer or exchange of the Debentures. However, GPU
may require payment to cover any tax or other governmental charge that may be
imposed. GPU will not be required to execute or to provide for the registration
of transfer of, or the exchange of, (a) any Debenture during a period of 15 days
prior to giving any notice of redemption or (b) any Debenture selected for
redemption except the unredeemed portion of any Debenture being redeemed in
part. (See Indenture, Section 305.)
Satisfaction and Discharge. GPU will be discharged from its obligations on
the Debentures, or any portion of the principal amount of the Debentures, if
(1) it irrevocably deposits with the Trustee sufficient cash or eligible
obligations (or a combination of both) to pay the principal, or portion
of principal, interest, any premium and any other sums when due on the
Debentures at their maturity, stated maturity date, or redemption; and
(2) it delivers to the Trustee:
(a) a company order stating that the money and eligible obligations
deposited in accordance with the Indenture shall be held in trust
and certain opinions of counsel and of an independent public
accountant;
(b) if such deposit shall have been made prior to the maturity of such
Debentures, an officer's certificate stating GPU's intention that,
upon delivery of such officer's certificate, its indebtedness in
respect of such Debentures or portions thereof will have been
satisfied and discharged as contemplated in the Indenture.
For this purpose, eligible obligations include direct obligations of, or
obligations unconditionally guaranteed by, the United States entitled to the
benefit of the full faith and credit thereof and
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certificates, depositary receipts or other instruments which evidence a direct
ownership interest in such obligations or in any specific interest or principal
payments due in respect thereof and which do not contain provisions permitting
the redemption or other prepayment thereof at the option of the issuer thereof.
In the event that all of the conditions set forth above have been satisfied
in respect of any Debentures or portions thereof except that, for any reason,
the officer's certificate described in clause (b) above has not been delivered,
the holders of such Debentures or portions thereof will no longer be entitled to
the benefits of the covenant of GPU described below in "Limitation on Liens."
The indebtedness of GPU in respect of such Debentures or portions thereof,
however, will not be deemed to have been satisfied and discharged prior to
maturity, and the holders of such Debentures or portions thereof may continue to
look to GPU for payment of the indebtedness represented thereby.(See Indenture,
Section 701.)
The Indenture will be deemed satisfied and discharged when no Debt
Securities remain outstanding and when GPU has paid all other sums payable by
GPU under the Indenture. (See Indenture, Section 702.)
All moneys GPU pays to the Trustee or any Paying Agent on Debentures which
remain unclaimed at the end of two years after payments have become due will be
paid to or upon the order of GPU. Thereafter, the holder of such Debenture may
look only to GPU for payment thereof. (See Indenture, Section 603.)
Limitation on Liens. The Indenture provides that, except as otherwise
specified with respect to a particular series of Debt Securities, GPU will not
pledge, mortgage, hypothecate or grant a security interest in, or permit any
mortgage, pledge, security interest or other lien upon, any capital stock of any
Subsidiary, as defined below, now or hereafter directly owned by GPU, to secure
any Indebtedness, as defined below, without also securing the outstanding Debt
Securities, including the Debentures, and all other Indebtedness entitled to be
so secured, equally and ratably with the Indebtedness and any other indebtedness
similarly entitled to be equally and ratably secured.
This restriction does not apply to, or prevent the creation or any
extension, renewal or refunding of:
(1) any mortgage, pledge, security interest, lien or encumbrance upon any
capital stock created at the time it is acquired by GPU or within one
year after that time to secure the purchase price for the capital
stock;
(2) any mortgage, pledge, security interest, lien or encumbrance upon any
capital stock existing at the time it is acquired by GPU, whether or
not the secured obligations are assumed by GPU; or
(3) any judgment, levy, execution, attachment or other similar lien arising
in connection with court proceedings, provided that:
(a) the execution or enforcement of the lien is effectively stayed
within 30 days after entry of the corresponding judgment, or the
corresponding judgment has been discharged within that 30 day
period, and the claims secured by the lien are being contested in
good faith by appropriate proceedings timely commenced and
diligently prosecuted;
(b) the payment of each lien is covered in full by insurance and the
insurance company has not denied or contested coverage thereof; or
(c) so long as each lien is adequately bonded, any appropriate and duly
initiated legal proceedings for the review of the corresponding
judgment, decree or order shall not have been fully terminated or
the period within which these proceedings may be initiated shall
not have expired.
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For purposes of the restriction described in the preceding paragraph,
"Indebtedness" means:
(1) all indebtedness created or assumed by GPU for the repayment of money
borrowed;
(2) all indebtedness for money borrowed secured by a lien upon capital
stock owned by GPU and upon which indebtedness for money borrowed GPU
customarily pays interest, although GPU has not assumed or become
liable for the payment of the indebtedness for money borrowed; and
(3) all indebtedness of others for money borrowed which is guaranteed as to
payment of principal by GPU or in effect guaranteed by GPU through a
contingent agreement to purchase the indebtedness for money borrowed,
but excluding from this definition any other contingent obligation of
GPU in respect of indebtedness for money borrowed or other obligations
incurred by others.
"Subsidiary" means a corporation in which more than 50% of the outstanding
voting stock is owned, directly or indirectly, by GPU and/or by one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock that ordinarily has voting power for the election of directors, whether at
all times or only so long as no senior class of stock has that voting power by
reason of any contingency.
Notwithstanding the foregoing, except as otherwise specified in the
officer's certificate setting out the terms of a particular series of Debt
Securities, GPU may, without securing the Debt Securities, pledge, mortgage,
hypothecate or grant a security interest in, or permit any mortgage, pledge,
security interest or other lien, in addition to liens expressly permitted as
described in the preceding paragraphs, upon, capital stock of any Subsidiary now
or hereafter owned by GPU to secure any Indebtedness, which would otherwise be
subject to the foregoing restriction, in an aggregate amount which, together
with all other such Indebtedness, does not exceed 5% of Consolidated
Capitalization. For this purpose, "Consolidated Capitalization" means the sum
of:
(1) Consolidated Shareholders' Equity;
(2) Consolidated Indebtedness for money borrowed, which is total
indebtedness as shown on the consolidated balance sheet of GPU and its
Subsidiaries, exclusive of any that is due and payable within one year
of the date the sum is determined; and, without duplication
(3) any preference or preferred stock of GPU or any Consolidated Subsidiary
which is subject to mandatory redemption or sinking fund provisions.
The term "Consolidated Shareholders' Equity" as used above means the total
Assets of GPU and its Consolidated Subsidiaries less all liabilities of GPU and
its Consolidated Subsidiaries that would, in accordance with generally accepted
accounting principles in the United States, be classified on a balance sheet as
liabilities, including without limitation:
(1) indebtedness secured by property of GPU or any of its Consolidated
Subsidiaries whether or not GPU or the Consolidated Subsidiary is
liable for the payment of the indebtedness unless, in the case that GPU
or the Consolidated Subsidiary is not so liable, the property has not
been included among the Assets of GPU or the Consolidated Subsidiary on
the balance sheet;
(2) deferred liabilities; and
(3) indebtedness of GPU or any of its Consolidated Subsidiaries that is
expressly subordinated in right and priority of payment to other
liabilities of GPU or such Consolidated Subsidiary.
As used in this definition, "liabilities" includes preference or preferred
stock of GPU or any Consolidated Subsidiary only to the extent of any preference
or preferred stock that is subject to mandatory redemption or sinking fund
provisions.
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The term "Consolidated Subsidiary", as used above, means, at any date, any
Subsidiary, the financial statements of which under generally accepted
accounting principles would be consolidated with those of GPU in its
consolidated financial statements as of that date.
The "Assets" of any person means the whole or any part of its business,
property, assets, cash and receivables. The term "Consolidated Indebtedness"
means total indebtedness as shown on the consolidated balance sheet of GPU and
its Consolidated Subsidiaries.
As of September 30, 2000, the Consolidated Capitalization of GPU was
approximately $7.9 billion.
The foregoing limitation does not limit in any manner the ability of:
o GPU to place liens on any of its assets other than the capital stock of
Subsidiaries;
o GPU to cause the transfer of its assets or those of its subsidiaries,
including the capital stock covered by the foregoing restrictions; or
o any of the subsidiaries of GPU to place liens on any of their assets.
Consolidation, Merger, and Sale of Assets. Under the terms of the
Indenture, GPU may not consolidate with or merge into any other entity or
convey, transfer or lease its properties and assets substantially as an entirety
to any entity, unless:
o the surviving or successor entity is organized and validly existing
under the laws of any domestic jurisdiction and it expressly assumes
GPU's obligations on all Debt Securities and under the Indenture;
o immediately after giving effect to the transaction, no Event of Default
and no event which, after notice or lapse of time or both, would become
an Event of Default shall have occurred and be continuing; and
o GPU shall have delivered to the Trustee an officer's certificate and an
opinion of counsel as to compliance with the foregoing.
The terms of the Indenture do not restrict GPU from entering into a merger
in which GPU is the surviving entity. (See Indenture, Section 1101.)
Events of Default. "Event of Default" when used in the Indenture with
respect to any series of Debt Securities, means any of the following:
o failure to pay interest, if any, on any Debt Security of the applicable
series for 30 days after it is due;
o failure to pay the principal of or premium, if any, on any Debt
Security of the applicable series when due, whether at maturity or upon
earlier redemption;
o failure to perform any other covenant in the Indenture, other than a
covenant that does not relate to that series of Debt Securities, that
continues for 90 days after GPU receives written notice from the
Trustee, or GPU and the Trustee receive a written notice from 33
percent of the holders of the Debt Securities of such series; however,
the Trustee or the Trustee and the holders of such principal amount of
Debt Securities of this series can agree to an extension of the 90 day
period and such an agreement to extend will be automatically deemed to
occur if GPU is diligently pursuing action to correct the default;
o certain events in bankruptcy, insolvency or reorganization of GPU; or
o any other event of default included in any supplemental indenture or
officer's certificate for a specific series of Debt Securities.
(See Indenture, Section 801.)
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The Trustee may withhold notice to the holders of Debt Securities of any
default, except default in the payment of principal, premium, if any, or
interest, if it considers such withholding of notice to be in the interests of
the holders. An Event of Default for a particular series of Debt Securities does
not necessarily constitute an Event of Default for any other series of Debt
Securities issued under the Indenture.
Remedies
Acceleration of Maturity. If an Event of Default with respect to fewer than
all the series of Debt Securities occurs and continues, either the Trustee or
the holders of at least 33 percent in principal amount of the Debt Securities of
any series as to which the Event of Default has occurred may declare the entire
principal amount of all the Debt Securities of such series, together with
accrued interest, to be due and payable immediately. However, if the Event of
Default is applicable to all outstanding Debt Securities under the Indenture,
only the Trustee or holders of at least 33 percent in principal amount of all
outstanding Debt Securities of all series, voting as one class, and not the
holders of any one series, may make such a declaration of acceleration.
At any time after a declaration of acceleration with respect to the Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained, the Event of Default giving rise to
such declaration of acceleration will be considered waived, and such declaration
and its consequences will be considered rescinded and annulled, if:
o GPU has paid or deposited with the Trustee a sum sufficient to pay:
(1) all overdue interest, if any, on all Debt Securities of the series;
(2) the principal of and premium, if any, on any Debt Securities of the
series which have otherwise become due and interest, if any, that
is currently due;
(3) interest, if any, on overdue interest; and
(4) all amounts due to the Trustee under the Indenture; and
o any other Event of Default with respect to the Debt Securities of that
series has been cured or waived as provided in the Indenture.
There is no automatic acceleration, even in the event of bankruptcy,
insolvency or reorganization of GPU. (See Indenture, Section 802.)
Right to Direct Proceedings. Other than its duties in case of an Event of
Default, the Trustee is not obligated to exercise any of its rights or powers
under the Indenture at the request, order or direction of any of the holders,
unless the holders offer the Trustee a reasonable indemnity. (See Indenture,
Section 903.) If they provide a reasonable indemnity, the holders of a majority
in principal amount of any series of Debt Securities will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any power conferred upon the Trustee.
However, if the Event of Default relates to more than one series, only the
holders of a majority in aggregate principal amount of all affected series will
have the right to give this direction. (See Indenture, Section 812). The Trustee
is not obligated to comply with directions that conflict with law or other
provisions of the Indenture.
Limitation on Right to Institute Proceedings. No holder of Debt Securities
of any series will have any right to institute any proceeding under the
Indenture, or to exercise any remedy under the Indenture, unless:
o the holder has previously given to the Trustee written notice of a
continuing Event of Default;
o the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of all series in respect of which an Event
of Default shall have occurred and be continuing have made a written
request to the Trustee, and have offered reasonable indemnity to the
Trustee to institute proceedings; and
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<PAGE>
o the Trustee has failed to institute any proceeding for 60 days after
notice has been received and has not received any direction
inconsistent with the written request of holders during such period.
(See Indenture, Section 807.)
No Impairment of Right to Receive Payment. However, the limitations
described in the preceding paragraph do not apply to a suit by a holder of a
Debt Security for payment of the principal of or premium, if any, or interest,
if any, on a Debt Security on or after the applicable due date. (See Indenture,
Section 808.)
Annual Notice to Trustee. GPU will provide to the Trustee an annual
statement by an appropriate officer as to GPU's compliance with all conditions
and covenants under the Indenture. (See Indenture, Section 606.)
Modification and Waiver. GPU and the Trustee may enter into one or more
supplemental indentures without the consent of any holder of Debt Securities for
any of the following purposes:
o to evidence the assumption by any permitted successor of the covenants
of GPU in the Indenture and in the Debt Securities;
o to add additional covenants of GPU or to surrender any right or power
of GPU under the Indenture;
o to add additional Events of Default;
o to change, eliminate, or add any provision to the Indenture; provided,
however, if the change, elimination, or addition will adversely affect
the interests of the holders of Debt Securities of any series, other
than any series the terms of which permit such change, elimination or
addition, in any material respect, such change, elimination, or
addition will become effective only:
(1) when the consent of the holders of Debt Securities of such series
has been obtained in accordance with the Indenture; or
(2) when no Debt Securities of such series remain outstanding under the
Indenture;
o to provide collateral security for all of the Debt Securities;
o to establish the form or terms of Debt Securities of any other series
as permitted by the Indenture;
o to provide for the authentication and delivery of bearer securities and
coupons attached thereto;
o to evidence and provide for the acceptance of appointment of a
successor Trustee;
o to provide for the procedures required for use of a noncertificated
system of registration for the Debt Securities of all or any series;
o to change any place where principal, premium, if any, and interest
shall be payable, Debt Securities may be surrendered for registration
of transfer or exchange and notices to GPU may be served; or
o to cure any ambiguity or inconsistency or to make any other provisions
with respect to matters and questions arising under the Indenture;
provided that such action shall not adversely affect the interests of
the holders of Debt Securities of any series in any material respect.
(See Indenture, Section 1201.)
The holders of at least a majority in aggregate principal amount of the
Debt Securities of all series then outstanding may waive compliance by GPU with
certain restrictive provisions of the
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<PAGE>
Indenture. (See Indenture, Section 607.) The holders of not less than a
majority in principal amount of the outstanding Debt Securities of any series
may waive any past default under the Indenture with respect to that series,
except a default in the payment of principal, premium, if any, or interest and
certain covenants and provisions of the Indenture that cannot be modified or be
amended without the consent of the holder of each outstanding Debt Security of
the series affected. (See Indenture, Section 813.)
If the Trust Indenture Act of 1939 is amended after the date of the
Indenture in such a way as to require changes to the Indenture, the Indenture
will be deemed to be amended so as to conform to such amendment of the Trust
Indenture Act of 1939. GPU and the Trustee may, without the consent of any
holders, enter into one or more supplemental indentures to evidence such an
amendment. (See Indenture, Section 1201.)
The consent of the holders of a majority in aggregate principal amount of
the Debt Securities of all series then outstanding is required for all other
modifications to the Indenture. However, if less than all of the series of Debt
Securities outstanding are directly affected by a proposed supplemental
indenture, then the consent only of the holders of a majority in aggregate
principal amount of all series that are directly affected, voting as a class,
will be required. No such amendment or modification may:
o change the stated maturity of the principal of, or any installment of
principal of or interest on, any Debt Security, or reduce the principal
amount of any Debt Security or its rate of interest or change the
method of calculating such interest rate or reduce any premium payable
upon redemption, or change the currency in which payments are made, or
impair the right to institute suit for the enforcement of any payment
on or after the stated maturity of any Debt Security, without the
consent of the holder;
o reduce the percentage in principal amount of the outstanding Debt
Securities of any series whose consent is required for any supplemental
indenture or any waiver of compliance with a provision of the Indenture
or any default thereunder and its consequences, or reduce the
requirements for quorum or voting, without the consent of all the
holders of the series; or
o modify certain of the provisions of the Indenture relating to
supplemental indentures, waivers of certain covenants and waivers of
past defaults with respect to the Debt Securities of any series,
without the consent of the holder of each outstanding Debt Security
affected thereby.
A supplemental indenture which changes the Indenture solely for the benefit
of one or more particular series of Debt Securities, or modifies the rights of
the holders of Debt Securities of one or more series, will not affect the rights
under the Indenture of the holders of the Debt Securities of any other series.
(See Indenture, Section 1202.)
The Indenture provides that Debt Securities owned by GPU or anyone else
required to make payment on the Debt Securities shall be disregarded and
considered not to be outstanding in determining whether the required holders
have given a request or consent. (See Indenture, Section 101.)
GPU may fix in advance a record date to determine the required number of
holders entitled to give any request, demand, authorization, direction, notice,
consent, waiver or other such act of the holders, but GPU shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other act of the holders
may be given before or after such record date, but only the holders of record at
the close of business on that record date will be considered holders for the
purposes of determining whether holders of the required percentage of the
outstanding Debt Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other act
of the holders. For that purpose, the outstanding Debt Securities shall be
computed as of the record date. Any request, demand, authorization, direction,
notice, consent, election, waiver or other act of a holder shall bind every
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<PAGE>
future holder of the same Debt Securities and the holder of every Debt Security
issued upon the registration of transfer of or in exchange of such Debt
Securities. A transferee will be bound by acts of the Trustee or GPU taken in
reliance thereon, whether or not notation of such action is made upon such Debt
Security. (See Indenture, Section 104.)
Resignation of the Trustee. The Trustee may resign at any time by giving
written notice to GPU or may be removed at any time by act of the holders of a
majority in principal amount of all series of Debt Securities then outstanding
delivered to the Trustee and GPU. No resignation or removal of the Trustee and
no appointment of a successor Trustee will be effective until the acceptance of
appointment by a successor Trustee. So long as no Event of Default or event
which, after notice or lapse of time, or both, would become an Event of Default
has occurred and is continuing and except with respect to the Trustee appointed
by act of the holders, if GPU has delivered to the Trustee a resolution of its
Board of Directors appointing a successor Trustee and such successor has
accepted such appointment in accordance with the terms of the respective
Indenture, the Trustee will be deemed to have resigned and the successor will be
deemed to have been appointed as Trustee in accordance with such Indenture.
(See Indenture, Section 910.)
Notices. Notices to holders of Debt Securities will be given by mail to
the addresses of such holders as they may appear in the security register
therefor. (See Indenture, Section 106.)
Title. GPU, the Trustee, and any agent of GPU or the Trustee, may treat the
person in whose name Debt Securities are registered as the absolute owner
thereof, whether or not such Debt Securities may be overdue, for the purpose of
making payments and for all other purposes irrespective of notice to the
contrary. (See Indenture, Section 308.)
Governing Law. The Indenture and the Debt Securities will be governed by,
and construed in accordance with, the laws of the State of New York. (See
Indenture, Section 112.)
Regarding the Trustee. The trustee under the Indenture is United States
Trust Company of New York. United States Trust Company of New York has from time
to time engaged in transactions with, or performed services for , GPU and its
affiliates in the ordinary course of business. Among other things, United Trust
Company of New York acts as trustee under various indentures of affiliates of
GPU.
Book-Entry Only Issuance -- The Depository Trust Company.
The Debentures will trade through DTC. The Debentures will be represented
by a global certificate and registered in the name of Cede & Co., DTC's nominee.
DTC is a New York clearing corporation and a clearing agency registered
under Section 17A of the Securities Exchange Act of 1934. DTC holds securities
for its participants. DTC facilitates settlement of securities transactions
among its participants through electronic computerized book-entry changes in the
participants' accounts. This eliminates the need for physical movement of
securities certificates. The participants include securities brokers and
dealers, banks, trust companies and clearing corporations. DTC is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Others who maintain a custodial relationship with a participant can use the
DTC system. The rules that apply to DTC and those using its systems are on file
with the SEC.
Purchases of the Debentures within the DTC system must be made through
participants, which will receive a credit for the Debentures on DTC's records.
The beneficial ownership interest of each purchaser will be recorded on the
participants' records. Beneficial owners will not receive written confirmation
from DTC of their purchases, but beneficial owners should receive written
confirmations of the transactions, as well as periodic statements of their
holdings, from the participants through which they purchased Debentures.
Beneficial owners will not receive certificates for their Debentures, except if
use of the book-entry system for the Debentures is discontinued.
To facilitate subsequent transfers, all Debentures deposited by direct
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of the Debentures with DTC and
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<PAGE>
their registration in the name of Cede & Co. effects no change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners of the
Debentures. DTC's records reflect only the identity of the participants to whose
accounts such Debentures are credited. These participants may or may not be the
beneficial owners. Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to participants, and
by participants to indirect participants and beneficial owners, will be governed
by arrangements among them.
Redemption notices will be sent to Cede & Co. If less than all of the
Debentures are being redeemed, DTC's practice is to determine by lot the amount
of Debentures of each participant to be redeemed.
Neither DTC nor Cede & Co. will itself consent or vote with respect to
Debentures. Under its usual procedures, DTC would mail an omnibus proxy to GPU
as soon as possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those participants to whose
accounts the Debentures are credited on the record date. GPU believes that these
arrangements will enable the beneficial owners to exercise rights equivalent in
substance to the rights that can be directly exercised by a registered holder of
Debentures.
Interest and redemption payments on the Debentures will be made to DTC.
DTC's practice is to credit participants' accounts on the relevant payment date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payments on that payment date.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices. Payments will be the responsibility of
participants and not of DTC, the Trustee or GPU. Payment of redemption proceeds,
distributions and interest to DTC is the responsibility of GPU. Disbursement of
payments to participants is the responsibility of DTC, and disbursement of
payments to the beneficial owners is the responsibility of participants.
A beneficial owner will not be entitled to receive physical delivery of
Debentures. Accordingly, each beneficial owner must rely on the procedures of
DTC to exercise any rights under the Debentures.
DTC may discontinue providing its services as securities depository with
respect to the Debentures at any time by giving reasonable notice to GPU. In the
event no successor securities depository is obtained, certificates for the
Debentures will be printed and delivered. If GPU decides to discontinue use of
the DTC system of book-entry transfers, certificates for the Debentures will be
printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that GPU believes to be reliable, but GPU does
not take responsibility for the accuracy of this information.
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UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement,
each underwriter named below has severally agreed to purchase, and GPU has
agreed to sell such underwriter, the principal amount of Debentures set forth
opposite the name of such underwriter.
NAME DEBENTURES
---- ----------
Salomon Smith Barney Inc. $210,000,000
ABN AMRO Incorporated 30,000,000
Chase Securities Inc. 30,000,000
First Union Securities, Inc. 30,000,000
------------
TOTAL $300,000,000
The underwriting agreement provides that the obligations of the several
underwriters to purchase the Debentures included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the Debentures if they purchase
any of the Debentures.
The underwriters, for whom Salomon Smith Barney Inc. is acting as
representative, propose to offer some of the Debentures directly to the public
at the applicable public offering price set forth on the cover page of this
prospectus and some of the Debentures to certain dealers at the applicable
public offering price less a concession not in excess of 0.35% of the principal
amount.
The underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of 0.25% of the principal amount.
After the initial offering of the Debentures to the public, the public
offering prices and such concessions may be changed by the underwriters.
In connection with the offering, Salomon Smith Barney Inc. on behalf of the
underwriters may purchase and sell Debentures in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment involves syndicate sales of Debentures
in excess of the principal amount of the Debentures to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the Debentures in the open
market after the distribution has been completed in order to cover syndicate
short positions. Stabilizing transactions consist of certain bids or purchases
of the Debentures made for the purpose of preventing or retarding a decline in
the market price of the Debentures while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases Debentures originally sold by that syndicate
member.
Any of these activities may cause the price of the Debentures to be higher
than the price that otherwise would exist in the open market in the absence of
such transactions. These transactions may be effected in the over-the-counter
market or otherwise and, if commenced, may be discontinued at any time.
In addition to the underwriting discounts, GPU estimates that its total
expenses of this offering will be approximately $430,000.
The underwriters and their affiliates have performed certain investment
banking, commercial banking and advisory services for GPU or certain of its
affiliates from time to time. The underwriters and their affiliates may, from
time to time, engage in transactions with and perform services for GPU or
certain of its affiliates in the ordinary course of their business. Affiliates
of the underwriters are also holders of the outstanding short-term debt which
may be repaid from the proceeds of the sale of the Debentures offered hereby.
Accordingly, the participation by the underwriters in this offering is made
pursuant to NASD Conduct Rule 2710(c)(8).
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GPU has agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of any of those
liabilities.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to GPU's Annual Report on Form 10-K for the year ended December 31,
1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LEGAL OPINIONS
The legality of the Debentures will be passed upon for GPU by Thelen Reid &
Priest LLP, New York, New York, and Ryan, Russell, Ogden & Seltzer LLP, Reading,
Pennsylvania, counsel for GPU, and for the underwriters by Winthrop, Stimson,
Putnam & Roberts, New York, New York. Thelen Reid & Priest LLP and Winthrop,
Stimson, Putnam & Roberts may rely as to all matters of Pennsylvania law upon
the opinion of Ryan, Russell, Ogden & Seltzer LLP. Winthrop, Stimson, Putnam &
Roberts also serves as legal counsel to FirstEnergy and certain of its
affiliates in connection with FirstEnergy's merger with GPU and certain other
matters.
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================================================================================
$300,000,000
GPU, INC.
7.70% DEBENTURES, SERIES A DUE 2005
--------
P R O S P E C T U S
DECEMBER 4, 2000
--------
SALOMON SMITH BARNEY
ABN AMRO INCORPORATED
CHASE SECURITIES INC.
FIRST UNION SECURITIES, INC.
================================================================================
