SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 1)
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
This Rule 13e-3 Transaction Statement (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).
1. Item 8, "Fairness of the Transaction", is hereby
amended to add at the end thereof the following:
The Company determined the Offer price for each Series of
Preferred, and accordingly the fairness of the Offer, with
reference to certain objective factors, including, but not
limited to, yields on U.S. Treasury and municipal securities,
yields on preferred securities which the Company considered
comparable to each Series of Preferred and the prior trading
characteristics of each Series of Preferred (such characteristics
are described in Section 8 of the Offer). The Company's
preferred stock is rated baa1 by Moody's Investors Service and
BBB+ by Standard & Poor s Ratings Group. On November 12, 1996,
the date of the pricing of the Offer, the yield on the 6-3/4%
Treasury Bond due August 2026 was 6.57%. On such date, the
Company's preferred stock carried a yield of 10 basis points
below such U.S. Treasury security for a yield of 6.47%. In
addition, according to the Delphis Hanover Corporation, a
municipal bond research firm, on such date the yield on municipal
securities for BBB issues maturing in 2026 was 6.35%. The
Company also reviewed the preferred stock of electric utilities
it considered comparable to each series of Preferred, including
Pennsylvania Power & Light Company (baa1/BBB+ with a yield of
6.47%), Delmarva Power & Light Company (a3/A- with a yield of
6.40%) and Public Service Company of Colorado (baal/BBB+ with a
yield of 6.47%).
The Company also took into consideration, but did not
specifically review, the general industry outlook, general market
supply of securities of similar type and supply and demand
factors in the securities markets generally.
The Company reviewed the same factors with respect to all
Series of Preferred and assigned a premium to current market of
8% to each Series of Preferred.
Each Series of Preferred Stock is currently redeemable at
the option of the Company at the prices set forth below plus
accumulated and unpaid dividends to the date of redemption:
3<PAGE>
4.40% Series B - 108.25%
3.70% Series C - 105.00%
4.05% Series D - 104.53%
4.70% Series E - 105.25%
4.50% Series F - 104.27%
4.60% Series G - 104.25%
2. Item 6, "Source and Amounts of Funds or Other
Consideration" is hereby amended to add at the end thereof the
following:
Lines of Credit and Commercial Paper borrowings typically
bear interest at rates ranging from approximately 5 to 20 basis
points over the current London Interbank Offering Rate ("LIBOR")
for loans of like maturity. On December 10, 1996, for example,
the Company could borrow under Lines of Credit or issue its
Commercial Paper, each for a 30-day period, at an annual rate of
5.77%, which rate represents the applicable LIBOR rate (5.59%)
plus 18 basis points.
4<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 12, 1996 PENNSYLVANIA ELECTRIC COMPANY
By:/s/ T.G. Howson
Name: T.G. Howson
Title: Vice President<PAGE>
