UNITED STATES 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): May 24, 2001
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ----------------------------------- ------------------
1-6047 GPU, Inc. 13-5516989
(a Pennsylvania corporation)
300 Madison Avenue
Morristown, New Jersey 07962-1911
Telephone (973) 401-8200
1-3141 Jersey Central Power & Light Company 21-0485010
(a New Jersey corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
1-446 Metropolitan Edison Company 23-0870160
(a Pennsylvania corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
1-3522 Pennsylvania Electric Company 25-0718085
(a Pennsylvania corporation)
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
Telephone (610) 929-3601
ITEM 5. OTHER EVENTS.
------------
On May 24, 2001, the Pennsylvania Public Utility Commission ("PaPUC")
unanimously voted in favor to approve, subject to certain conditions, GPU,
Inc.'s ("GPU") proposed merger with FirstEnergy Corp., and voted 4 to 1 in favor
of a motion to postpone until no later than July 13, 2001 its decision with
respect to the petition filed by GPU's subsidiaries, Metropolitan Edison Company
("Met-Ed") and Pennsylvania Electric Company ("Penelec"), for rate relief from
their provider of last resort ("PLR') obligations.
The PaPUC decided that the PLR cost proceeding (which, as previously
reported, had been consolidated with the merger proceeding) and the disposition
of merger benefits be held in abeyance to afford the parties an opportunity to
attempt to resolve the matter in a PaPUC-facilitated collaborative process. The
process will conclude no later than June 20, 2001. One PaPUC Commissioner
dissented from the institution of the collaborative process, saying that Met-Ed
and Penelec had not met their burden of proof.
The PaPUC also allowed Met-Ed and Penelec to track their PLR costs for
accounting purpose without creating a regulatory asset at this time.
As previously reported, the GPU System revolving credit agreement was
amended on May 4, 2001. The credit agreement provides, among other things, that
if the PaPUC issues a PLR rate order which is not satisfactory to the majority
bank lenders, or fails to issue a PLR order by June 15, 2001, the credit
agreement's October 31, 2001 maturity date will be shortened to 91 days from the
date of the order or from June 15. Further, Met-Ed and Penelec must issue their
senior notes and first mortgage bonds to the banks as collateral security for
their obligations under the agreement. In addition, in the event that Jersey
Central Power & Light Company's credit rating falls from its current A to BBB-,
it would similarly be required to pledge its securities to secure its bank debt
under the agreement. Moreover, GPU would be prohibited from either paying any
further dividends on its common stock (beyond the scheduled May 30, 2001
dividend payment) or making more than a total of $50 million of investments in
or loans to Met-Ed and Penelec or making any further investments in non-core
businesses. There is currently $311 million outstanding under the credit
agreement.
Copies of the Motion adopted by the PaPUC, the Statement of Commissioner
Nora Mead Brownell and GPU's related news release are annexed as exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
------------------------------------------------------------------
(c) Exhibits
1. Motion adopted by the PaPUC of Commissioner Terrance J.
Fitzpatrick, dated May 24, 2001.
2. Statement of Commissioner Nora Mead Brownell, dated
May 24, 2001.
3. GPU News Release, dated May 24, 2001.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANTS HAVE DULY CAUSED THIS REPORT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: /s/ T. G. Howson
-------------------------------
T. G. Howson, Vice President
and Treasurer
Date: May 25, 2001