SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14(A) INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
GPU, INC.
---------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
<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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, FirstEnergy Corp. and GPU, Inc.
will file a joint proxy statement/prospectus with the SEC. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by
FirstEnergy and GPU with the SEC at the SEC's Web site at
http://www.sec.gov. Free copies of the joint proxy statement/prospectus,
once available, and each company's other filings with the SEC may also be
obtained from the respective companies. Free copies of FirstEnergy's
filings may be obtained by directing a request to FirstEnergy Corp.,
Investor Services, 76 S. Main St., Akron, Ohio 44308-1890, Telephone:
1-800-736-3402. Free copies of GPU filings may be obtained by directing a
request to GPU, Inc., 310 Madison Avenue, Morristown, N.J. 07962,
Telephone: 1-973-401-8204.
GPU, its directors (Theodore H. Black, Fred D. Hafer (Chairman; CEO and
President), Thomas B. Hagen, Robert Pokelwaldt, John M. Pietruski,
Catherine A. Rein, Bryan S. Townsend, Carlisle A.H. Trost, Kenneth L. Wolfe
and Patricia K. Woolf), certain executive officers (Ira H. Jolles (Senior
Vice President and General Counsel), Bruce L. Levy (Senior Vice President
and CFO) and Carole B. Snyder (Executive Vice President Corporate Affairs))
and certain other employees (Jeff Dennard (Director of Corporate
Communications), Joanne Barbieri (Manager of Investor Relations) and Ned
Raynolds (Manager of Financial Communications)) may be deemed under rules
of the SEC to be "participants in the solicitation" of proxies from the
security holders of GPU in favor of the merger. GPU's directors, and
executive officers beneficially own, in the aggregate, less than 1% of the
outstanding shares of GPU common stock. Security holders of GPU may obtain
additional information regarding the interests of "participants in the
solicitation" by reading the joint proxy statement/prospectus relating to
the merger when it becomes available.
<PAGE>
MERGER QUESTIONS AND ANSWERS
Here are some general questions about the pending merger between GPU,
Inc. and FirstEnergy Corp. and its process. Additional questions will
appear in future editions of Connect! as well as the Intranet and the
Transition Update bulletin.
STRATEGY
o WITH GPU'S PAST TRACK RECORD IN THE FOREIGN MARKET, WILL FRED D. HAFER
REALLY TRY TO PROMOTE FOREIGN INVESTMENTS? HE SAID FIRSTENERGY HAS NOT
GONE THAT ROUTE.
FirstEnergy supports GPU's continuing program to divest certain of
its international holdings. What strategy FirstEnergy will follow in the
future will be determined during the transition management process, or
after the merger is completed.
o WHAT IS THE STRATEGY FOR THE NEW COMPANY? TO BE GENERATION AND
TRANSMISSION AND DISTRIBUTION (T&D) OR PURELY T&D?
The strategic vision for the combined companies is to be the
premier retail energy and related services provider in a 13-state region in
the northeast quadrant of the nation while offering substantial economic
benefits that should grow both our top and bottom lines. This means that
the new company will have generation, T&D, as well as other lines of
business.
STRUCTURE
o WILL GPU REMAIN AS AN ENTITY?
Following the merger, GPU stock will be exchanged for FirstEnergy
common stock (NYSE: FE). GPU subsidiaries will operate as subsidiaries of
FirstEnergy. The GPU Energy name will be retained, and added to the name
will be the tag line "A FirstEnergy Company."
o ARE WE LOOKING AT PUTTING REGION PRESIDENTS IN PLACE LIKE FIRSTENERGY?
GPU Energy's management structure will be impacted by the ongoing
reorganization efforts under Mike Chesser's leadership and may also be
impacted by the outcome of the transition management process.
o ARE WE STILL GOING TO OPERATE AS A SEPARATE COMPANY?
Until the merger is complete (upon closing), the two companies will
operate independently.
o WHAT WILL HAPPEN TO GPU INTERNATIONAL AND ADVANCED RESOURCES? WILL
THEY BE SOLD?
GPU expects to continue its previously announced divestiture program
for certain of its international assets. With respect to Advanced
Resources, the merger will enhance our ability to grow our current
non-regulated business. Even so, it is anticipated that the ultimate
structure of GPU Advanced Resources will likely be addressed in the
transition management process since FirstEnergy also has a non-regulated
energy services subsidiary.
o ON PAGE 5 OF THE FRED HAFER'S REMARKS TO EMPLOYEES DOCUMENT, WHO ARE
THE "OTHER BUSINESS UNITS" THAT WILL CONTINUE TO OPERATE IN THEIR
CURRENT LOCATIONS THROUGH THE MERGER COMPLETION?
The other business units include all of GPU's subsidiary corporations
including GPU Advanced Resources, GPU Telcom, GPU Nuclear, GPU
International, Foreign Operations, and MYR.
o WHAT IS ENVISIONED ABOUT THE CONSTRUCTION GROUPS AND TELCOM GROUPS?
WILL THEY BE MERGED?
The merger will enhance our ability to grow our current non-regulated
business, including MYR and Telcom. Even so, as was described above for
Advanced Resources, it is anticipated that the ultimate structure of the
construction and telcom groups will be defined during the transition
management process.
FUTURE MERGERS
o WILL THERE BE OTHER MERGERS AFTER THIS ONE?
o WILL THIS MERGER MAKE US BIG ENOUGH TO BUY SOMEBODY ELSE?
o WILL WE BE ACQUISITION PROOF?
o WILL THE MERGER ACTIVITY CONTINUE TO WHERE THERE ARE BUT A FEW MAJOR
PLAYERS?
o WILL THERE BE MORE MERGERS, OR WILL THIS BE "IT" FOR A WHILE? WHERE
DOES READING THINK WE WILL BE IN THE NEXT SIX MONTHS? IN EIGHTEEN
MONTHS?
o WILL WE BE GOING THROUGH THIS AGAIN IN FIVE YEARS?
This merger will create one of the largest investor-owned electric
systems based on customers served, but that does not mean that no
additional mergers will occur in the future. With the rapidly consolidating
utility industry, it is difficult to definitely predict if a company is
merger or acquisition proof. We hope that our combination will create the
mass and strength necessary for success in the utility market.
<PAGE>
BRIEFLY
IN NEWSWEEK
A Sept. 11 Newsweek column by Jane Bryant Quinn on deregulation of the
electricity industry and opportunities for consumers and investors
mentioned "For dividends" some wires companies, including GPU. Such
companies, she wrote, are adding value in other ways, including mergers,
spinning off unregulated units or selling new services. The column also
noted that GPU is being acquired by FirstEnergy. Quinn stated that "if, as
seems likely, average prices rise in the years ahead, deregulation won't be
to blame." She said that utilities, for various reasons, have not been
building many new power plants although demand has increased.
NEXT WEEK
Next Monday's edition of Connect! will include a collage of photos from GPU
Energy's participation in the International Lineman's Rodeo in Kansas City,
Mo.
INSIGHT
"Always choose the way that seems the best, however rough it may be. Custom
will render it easy and agreeable." - Pythagoras
