SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 2)
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934)
METROPOLITAN EDISON COMPANY
(NAME OF THE ISSUER AND PERSON(S) FILING STATEMENT)
Cumulative Preferred Stock, 3.90% Series
Cumulative Preferred Stock, 4.35% Series
Cumulative Preferred Stock, 3.85% Series
Cumulative Preferred Stock, 3.80% Series
Cumulative Preferred Stock, 4.45% Series
(TITLE OF CLASS OF SECURITIES)
591894-40-7 (Cumulative Preferred Stock, 3.90% Series)
591894-50-6 (Cumulative Preferred Stock, 4.35% Series)
591894-30-8 (Cumulative Preferred Stock, 3.85% Series)
591894-20-9 (Cumulative Preferred Stock, 3.80% Series)
591894-60-5 (Cumulative Preferred Stock, 4.45% Series)
(CUSIP NUMBER OF CLASS OF SECURITIES)
T.G. HOWSON
Vice President
c/o GPU Service, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054
(Tel. No. 201-263-6500)
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
This statement is filed in connection with (check the appropriate
box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1
to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [Sec. 240.13e-3(c)] under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a)
are preliminary copies: [ ]<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$15,370,104.24 $3,074.02
* Pursuant to Section 13(e)(3) of the Securities Exchange Act
of 1934, as amended, and Rule 0-11(b)(1) thereunder, the
transaction value was calculated by multiplying 117,729
shares of Cumulative Preferred Stock, 3.90% Series 33,249
shares of Cumulative Preferred Stock, 4.35% Series 29,175
shares of Cumulative Preferred Stock, 3.85% Series 18,122
shares of Cumulative Preferred Stock, 3.80% Series 35,637
shares of Cumulative Preferred Stock, 4.45% Series, by
$62.40, $72.06, $63.77, $62.94, and $73.71, the respective
per share purchase prices.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE
OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS
FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE, AND THE DATE OF ITS FILING.
Amount Previously Paid: Filing Party:
$3,074.02 Metropolitan Edison Company
Form or Registration No.: Date Filed:
Schedule 13E-4 November 13, 1996
2<PAGE>
EXPLANATORY NOTE
The Rule 13e-3 Transaction Statement, as amended (the
"Statement") originally filed by Metropolitan Edison Company on
November 13, 1996 is hereby amended as set forth herein:
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE
INFORMATION IN THE SCHEDULE 13E-3 REMAINS UNCHANGED
(Capitalized terms used herein shall have the same meaning
as the Offer to Purchase attached as Exhibit (d)(1) to the
original Statement filed on November 13, 1996.)
Item 8. Additional Information.
The Issuer Tender Offer expired on December 13, 1996. The
results of the Issuer Tender Offer were as follows: (i) 53,345
shares of the Cumulative Preferred Stock, 3.90% Series ($100
stated value) were tendered, representing 45.3% of the
outstanding shares of such series; (ii) 10,732 shares of the
Cumulative Preferred Stock, 4.35% Series ($100 stated value) were
tendered, representing 32.3% of the outstanding shares of such
series; (iii) 19,923 shares of the Cumulative Preferred Stock,
3.85% Series ($100 stated value) were tendered, representing
68.3% of the outstanding shares of such series; (iv) 10,140
shares of the Cumulative Preferred Stock, 3.80% Series ($100
stated value) were tendered, representing 56.0% of the
outstanding shares of such series; (v) 20,297 shares of the
Cumulative Preferred Stock, 4.45% Series ($100 stated value) were
tendered, representing 57.0% of the outstanding shares of such
series.
Item 17. Material to be Filed as Exhibits.
Exhibit No. Description
(d)(10) Press Release dated
December 16, 1996
3<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: December 24, 1996 METROPOLITAN EDISON COMPANY
By: /s/ T.G. Howson
Name: T.G. Howson
Title: Vice President<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit No. Description
(d)(10) Press Release dated
December 16, 1996.<PAGE>
Date: December 16, 1996
Further Information: John T. Fidler, 201-263-6479
For Release: Immediately
Release Number: 96-030
GPU Pleased with Tender Offer Results
Parsippany, N.J., December 16, 1996 - Metropolitan Edison
Company announced that its offer to purchase any and all shares
of its outstanding preferred stock closed at midnight, EST, on
Friday, Dec. 13, 1996. Terrance G. Howson, GPU vice president
and treasurer, said, "We're very pleased with the response to our
tender offer."
A preliminary count from ChaseMellon Shareholder Services,
L.L.C., the Depositary for the offer, indicated that share had
been tendered in the following amounts:
(i) Approximately 53,335 share of Cumulative Preferred
Stock, 3.90% Series (stated value $100 per share), representing
45.3% of the outstanding shares of such series, including 80
shares tendered under the guaranteed delivery procedures;
(ii) Approximately 10,732 shares of Cumulative Preferred
Stock, 4.35% Series (stated value $100 per share), representing
32.3% of the outstanding shares of such series, including 180
shares tendered under the guaranteed delivery procedures;
(iii) Approximately 19,923 share of Cumulative Preferred
Stock, 3.85% Series (stated value $100 per share), representing
68.3% of the outstanding shares of such series, including 250
shares tendered under the guaranteed delivery procedures;<PAGE>
2
(iv) Approximately 10,140 shares of Cumulative Preferred
Stock, 3.80% Series (stated value $100 per share), representing
56.0% of the outstanding shares of such series, including 260
shares tendered under the guaranteed delivery procedures; and
(v) Approximately 20,297 shares of Cumulative Preferred
Stock, 4.45% Series (stated value $100 per share), representing
57.0% of the outstanding shares of such series, including no
shares tendered under the guaranteed delivery procedures.
The actual number of shares tendered under the Offer to
Purchase will depend on the final report of the depositary and
subsequent confirmation of proper delivery, including
confirmation of compliance with the guaranteed delivery
procedures for shares tendered under such procedures.
Met-Ed is a subsidiary of GPU, Inc.
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