PENNSYLVANIA ELECTRIC CO
8-K, 1994-02-16
ELECTRIC SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549



                                       FORM 8-K

                                    CURRENT REPORT

                          PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934




          Date of Report (date of
          earliest event reported):               February 14, 1994


                            PENNSYLVANIA ELECTRIC COMPANY
                  (Exact name of registrant as specified in charter)


             Pennsylvania           1-3522              25-0718085
          (State or other          (Commission         (IRS employer
          jurisdiction of          file number)        identification no.)
          incorporation)




          1001 Broad Street, Johnstown, Pennsylvania               15907
           (Address of principal executive offices)              (Zip Code)




          Registrant's telephone number, including area code: (814) 533-8111
<PAGE>






          ITEM 5.   OTHER EVENTS.

                    On February 14, 1994, General Public Utilities Corpora-

          tion ("GPU") announced  plans to realign its  corporate structure

          in response  to increasing  competition in  the electric  utility

          industry.

                    The corporate  realignment  program  will  involve  the

          formation of a new subsidiary,  GPU Generation Corporation, which

          will  operate and  maintain  the  fossil-fuel  and  hydroelectric

          generating  facilities owned  and/or operated  by GPU's  electric

          operating  subsidiaries, Jersey  Central Power  & Light  Company,

          Metropolitan Edison Company  ("Met-Ed") and Pennsylvania Electric

          Company ("Penelec").  GPU Generation would also construct the new

          generation facilities needed by these subsidiaries in the future.

          GPU  will  continue  its  involvement  in the  independent  power

          generation market through its Energy Initiatives subsidiary.  The

          second  element  of  the  realignment  program will  combine  the

          remaining functions of  GPU's Pennsylvania electric Subsidiaries,

          Met-Ed  and Penelec.    The combined  operation  would be  accom-

          plished without a  merger of  the corporate entities.   GPU  will

          also review other areas of  its business, including the  System's

          workforce and the role of GPU Service Corporation, as part of the

          realignment program.

                    The program, which  in certain respects, is  subject to

          various regulatory reviews and approvals  is, together with other

          cost reduction  initiatives, expected  to result  in annual  cost

          reduction  savings of  approximately $80  million by  the end  of

          1996.



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<PAGE>






                    A copy of GPU's  related news release is annexed  as an

          exhibit.

          ITEM 7.   FINANCIAL STATEMENTS, PRO  FORMA FINANCIAL  INFORMATION
                    AND EXHIBITS.

                    (b)  Exhibits.

                         1.   GPU News Release, dated February 14, 1994.














































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                                      SIGNATURE



                    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE

          ACT  OF 1934, THE  REGISTRANT HAS DULY  CAUSED THIS  REPORT TO BE

          SIGNED  ON  ITS   BEHALF  BY   THE  UNDERSIGNED  THEREUNTO   DULY

          AUTHORIZED.


                                        PENNSYLVANIA ELECTRIC COMPANY


                                        By:______________________________
                                             Don W. Myers, Vice President
                                             and Treasurer


          Date:  February 16, 1994
<PAGE>










                             EXHIBIT TO BE FILED BY EDGAR


               Exhibit:

                         1.   GPU News Release, dated February 14, 1994.
<PAGE>









                                                                  Exhibit 1

               John T. Fidler
               201-263-6479                               February 14, 1994
                                                                     94-002
               Immediately


                         GPU ANNOUNCES CORPORATE REALIGNMENT


               Parsippany,  N.J.,  February  14,  1994  --  General  Public

          Utilities Corporation (NYSE:GPU) today announced plans to realign

          its  corporate  structure  to position  the  corporation  for the

          increasing level of competition in the electric utility industry.

               James R. Leva,  GPU chairman, president and  chief executive

          officer, said that  the program being  announced today and  other

          cost reduction initiatives are expected  to result in annual cost

          savings of some $80 million by the end of 1996.

               "As the new  competitive structure of our  industry unfolds,

          further actions may well be necessary.  We will focus  sharply on

          our core business: the generation, transmission and  distribution

          of electric energy, and renew our emphasis on customer service.

               "At the heart of our program are three key strategies," Leva

          stated.  "First,  we will  substantially improve our  competitive

          outlook  by  the end  of  1996  under the  industry  structure we

          foresee.  We  will also substantially increase  our effectiveness

          through  performance improvements  and  cost reductions,  without

          adversely  affecting  service  quality,  to  position GPU  as  an

          industry leader.    "Finally, we will work to create a regulatory

          climate that is fair to both our customers and our shareholders,"

          Leva said.




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                To achieve its goals,  GPU will form a new  subsidiary, GPU

          Generation  Corporation,  which  will operate  and  maintain  the

          fossil-fueled and hydroelectric generating stations owned  and/or

          operated by the  GPU companies.   GPU Generation will also  build

          new generating facilities as needed in the future.  The ownership

          of the  generating plants  will remain  with Metropolitan  Edison

          (Met-Ed),  Pennsylvania  Electric  (Penelec)  and Jersey  Central

          Power and Light (Jersey Central).

               "The  goal of  GPU  Generation will  be to  provide low-cost

          energy that will be priced to compete effectively in the changing

          generation marketplace," Leva said.

               The new subsidiary will be  headquartered in Johnstown, Pa.,

          and be headed by Robert L. Wise, now president of Penelec.

               GPU will continue  its involvement in the  independent power

          generation market through its subsidiary, Energy Initiatives.

               The second element  of the GPU  realignment program will  be

          the  combination  of  the  remaining   functions  of  Met-Ed  and

          Penelec.

               "Focusing on  the customer will be a top priority in the new

          competitive world.  Customers will be looking for lower costs and

          services that are attuned to their needs," said Leva.

               The combined operation, which will be accomplished without a

          merger of the two  corporate entities, will be based  in Reading,

          Pa., and be headed by Fred D. Hafer, who is now president of Met-

          Ed.

               Some of these actions will  be subject to various regulatory

          reviews and approvals.



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<PAGE>






               The  third component of GPU's  program will be a performance

          improvement  initiative   that  will  enhance   productivity  and

          effectiveness and  focus on  cost reduction.    Included in  this

          effort will be a search for parallel opportunities at GPU Nuclear

          Corporation and Jersey Central.

               "In a competitive marketplace, we  must always look for ways

          to reduce  our costs and  improve our performance.   This part of

          our program will enable us to do that," Leva stated.

                Related to the performance improvement effort is the fourth

          element  of GPU's program, a  review of the corporation's "people

          needs" in terms  of the  size, skills and  compensation of  GPU's

          workforce.

               "Staffing  levels  will be  based on  the  needs of  the new

          organization.  I am certain that  the employee population will be

          lower," said Leva.

               The  fifth part of the GPU program will be an examination of

          the  role  of GPU  Service  Corporation, GPU's  corporate service

          unit.    GPU   Service  currently   provides  several   corporate

          administrative and support functions to the GPU System.

               "We'll be looking at all services, and  deciding which could

          best be provided  at the local  level, and which through  greater

          consolidation," Leva said.

               "This  program is a necessary step in changing the direction

          and culture at GPU.  Our immediate challenge will be to implement

          these changes quickly and effectively.  At the same time, we will

          develop additional long-term strategies for our organization that

          will enable us  to capitalize on  opportunities to expand as  the

          competitive markets present them to us," Leva stated.

                                         ###

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