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): November 13, 1996
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.
2800 Pottsville Pike, Reading, Pennsylvania 19605
(Address of principal executive offices) (Zip Code)
Registrant s telephone number, including area code: (610) 929-3601
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ITEM 5. OTHER EVENTS.
On November 13, 1996, Pennsylvania Electric Company (the
Company ) announced that it had commenced a cash tender offer (each, an
Offer ) to purchase any and all of its:
(i) 56,810 outstanding shares of Cumulative Preferred Stock,
4.40% Series B (stated value $100 per share) at a purchase price of
$73.44 per share;
(ii) 97,054 outstanding shares of Cumulative Preferred Stock,
3.70% Series C (stated value $100 per share) at a purchase price of
$59.64 per share;
(iii) 63,696 outstanding shares of Cumulative Preferred Stock,
4.05% Series D (stated value $100 per share) at a purchase price of
$67.61 per share;
(iv) 28,739 outstanding shares of Cumulative Preferred Stock,
4.70% Series E (stated value $100 per share) at a purchase price of
$78.45 per share;
(v) 42,969 outstanding shares of Cumulative Preferred Stock,
4.50% Series F (stated value $100 per share) at a purchase price of
$75.11 per share; and
(vi) 75,732 outstanding shares of Cumulative Preferred Stock,
4.60% Series G (stated value $100 per share) at a purchase price of
$76.79 per share.
The Offer for one series of Preferred Stock is independent of the
Offer for any other series. The Offers are not conditioned upon any minimum
number of shares of the applicable series of such Preferred Stock being
tendered. Each of the Offers and withdrawal rights will expire at 12:00
midnight, New York City Time, on December 13, 1996, unless extended by the
Company.
A copy of the Company's related news release is annexed as an
exhibit.
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2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
1. News Release, dated November 13, 1996.
2. Issuer Tender Offer Statement on Schedule 13E-4, dated
November 13, 1996 - incorporated by reference to SEC File
No. 005-47379.
3. Rule 13e-3 Transaction Statement on Schedule 13E-3, dated
November 13, 1996 - incorporated by reference to SEC File
No. 005-47379.
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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:
T. G. Howson, Vice President
and Treasurer
Date: November 20, 1996
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EXHIBIT TO BE FILED BY EDGAR
1. News Release, dated November 13, 1996
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Exhibit 1
(GPU News Release Letterhead)
Nov. 13, 1996
John T. Fidler - (201) 263-6479
Immediately
96-28
Parsippany, N.J., Nov. 13, 1996 -- Pennsylvania Electric Company
(Penelec), a unit
of GPU, Inc., announced that it is commencing an offer to purchase any and all
of its:
(i) 56,810 outstanding shares of Cumulative Preferred Stock,
4.40% Series B (stated value $100 per share) at a purchase
price of $73.44 per share, net to the seller in cash;
(ii) 97,054 outstanding shares of Cumulative Preferred Stock,
3.70% Series C (stated value $100 per share) at a purchase
price of $59.64 per share, net to the seller in cash;
(iii) 63,696 outstanding shares of Cumulative Preferred Stock,
4.05% Series D (stated value $100 per share) at a purchase
price of $67.61 per share, net to the seller in cash;
(iv) 28,739 outstanding shares of Cumulative Preferred Stock,
4.70% Series E (stated value $100 per share) at a purchase
price of $78.45 per share, net to the seller in cash;
(v) 42,969 outstanding shares of Cumulative Preferred Stock,
4.50% Series F (stated value $100 per share) at a purchase
price of $75.11 per share, net to the seller in cash; and
(vi) 75,732 outstanding shares of Cumulative Preferred Stock,
4.60% Series G (stated value $100 per share) at a purchase
price of $76.79 per share, net to the seller in cash.
The December 1996 dividend for each series of preferred stock has been
declared and is to be paid on Dec. 1, 1996 to holders of record as of the
close of business on Nov. 12, 1996. A holder of record of shares on Nov. 12,
1996, who tenders shares will be entitled to the December 1996 dividend,
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regardless of when such tender is made. Holders of shares purchased pursuant
to the offer will not be entitled to any dividends in respect of any later
dividend periods.
The offer for one series of preferred stock is independent of the offer
for any other series of preferred stock. The offers are not conditioned upon
any minimum number of shares of the applicable series of preferred stock being
tendered. Each of the offers is being made only by means of, and is subject
to certain other terms and conditions as set forth in the Offer to Purchase,
dated Nov. 13, 1996. Each of the offers and withdrawal rights will expire at
midnight, EST, on Dec. 13, 1996, unless any such offer with respect to any
series of preferred stock is extended.
This announcement is neither an offer to purchase nor a solicitation of
any offer to sell the preferred stock. The offers are made solely by the
Offer to Purchase, dated Nov. 13, 1996, and the related Letters of Transmittal
and are not being made to (nor will purchases be accepted from or on behalf
of) holders of preferred stock residing in any jurisdiction in which the
making of the offers or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdiction, the securities laws of
which require the offers to be made by a licensed broker or dealer, the offers
shall be deemed made on behalf of Penelec by one or more brokers or dealers
licensed under the laws of such jurisdiction.
The dealer manager for the offer is Merrill Lynch & Co. and the
depositary for the tendered shares will be ChaseMellon Shareholder Services,
L.L.C. Questions or requests for assistance may be directed to Georgeson &
Company Inc., the Information Agent, at Wall Street Plaza, New York, New York
10005 (telephone 800-223-2064) or Merrill Lynch & Co. at 1-888-ML4-TNDR (1-
888-654-8637), toll-free.
Penelec is a subsidiary of GPU, Inc., an electric utility holding
company.
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