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)
PENNSYLVANIA ELECTRIC COMPANY
(NAME OF THE ISSUER AND PERSON(S) FILING STATEMENT)
Cumulative Preferred Stock, 4.40% Series B
Cumulative Preferred Stock, 3.70% Series C
Cumulative Preferred Stock, 4.05% Series D
Cumulative Preferred Stock, 4.70% Series E
Cumulative Preferred Stock, 4.50% Series F, and
Cumulative Preferred Stock, 4.60% Series G
(TITLE OF CLASS OF SECURITIES)
708696-10-9 (Cumulative Preferred Stock, 4.40% Series B)
708696-20-8 (Cumulative Preferred Stock, 3.70% Series C)
708696-30-7 (Cumulative Preferred Stock, 4.05% Series D)
708696-40-6 (Cumulative Preferred Stock, 4.70% Series E)
708696-50-5 (Cumulative Preferred Stock, 4.50% Series F), and
708696-60-4 (Cumulative Preferred Stock, 4.60% Series G)
(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
$25,564,349.94 $5,112.87
* 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 56,810
shares of Cumulative Preferred Stock, 4.40% Series B, 97,054
shares of Cumulative Preferred Stock, 3.70% Series C, 63,696
shares of Cumulative Preferred Stock, 4.05% Series D, 28,739
shares of Cumulative Preferred Stock, 4.70% Series E, 42,969
shares of Cumulative Preferred Stock, 4.50% Series F, and
75,732 shares of Cumulative Preferred Stock, 4.60% Series G,
by $73.44, $59.64, $67.61, $78.45, $75.11, and $76.79, 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:
$5,112.87 Pennsylvania Electric 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 Pennsylvania Electric 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) 27,132
shares of Cumulative Preferred Stock, 4.40% Series B ($100 stated
value) were tendered, representing 47.8% of the outstanding
shares of such series; (ii) 47,486 shares of Cumulative Preferred
Stock, 3.70% Series C ($100 stated value) were tendered,
representing 48.9% of the outstanding shares of such series;
(iii) 35,477 shares of Cumulative Preferred Stock, 4.05% Series D
($100 stated value) were tendered, representing 55.7% of the
outstanding shares of such series; (iv) 14,636 shares of
Cumulative Preferred Stock, 4.70% Series E ($100 stated value)
were tendered, representing 50.9% of the outstanding shares of
such series; (v) 25,888 shares of Cumulative Preferred Stock,
4.50% Series F ($100 stated value) were tendered, representing
60.2% of the outstanding shares of such series; (vi) 48,896
shares of Cumulative Preferred Stock, 4.60% Series G ($100 stated
value) were tendered, representing 64.6% 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 PENNSYLVANIA ELECTRIC 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: Dec. 16, 1996
Further Information: John T. Fidler, 201-263-6479
For Release: Immediately
Release Number: 96-031
GPU Pleased with Tender Offer Results
Parsippany, N.J., Dec. 16, 1996 - Pennsylvania Electric
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 shares had
been tendered in the following amounts:
(i) Approximately 27,132 shares of Cumulative Preferred
Stock, 4.40% Series B (stated value $100 per share), representing
47.8% of the outstanding shares of such series, including 220
shares tendered under the guaranteed delivery procedures;
(ii) Approximately 47,686 shares of Cumulative Preferred
Stock, 3.70% Series C (stated value $100 per share), representing
49.1% of the outstanding shares of such series, including 525
shares tendered under the guaranteed delivery procedures;
(iii) Approximately 35,477 shares of Cumulative Preferred
stock, 4.05% Series D (stated value $100 per share), representing
55.7% of the outstanding shares of such series, including 347
shares tendered under the guaranteed delivery procedures;<PAGE>
2
(iv) Approximately 14,636 shares of Cumulative Preferred
stock, 4.70% Series E (stated value $100 per share), representing
50.9% of the outstanding shares of such series, including no
shares tendered under the guaranteed delivery procedures; and
(v) Approximately 25,888 shares of Cumulative Preferred
Stock, 4.50% Series F (stated value $100 per share), representing
60.2% of the outstanding shares of such series, including 876
shares tendered under the guaranteed delivery procedures;
(vi) Approximately 48,823 shares of Cumulative Preferred
Stock, 4.60% Series G (stated value $100 per share),
representing 64.5% of the outstanding shares of such series,
including 2,667 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.
Penelec is a subsidiary of GPU, Inc.
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