SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 16, 1999
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) 455-8200
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
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As previously reported, on October 29, 1998, following a competitive
auction process, GPU, Inc.'s electric utility subsidiaries (Jersey Central Power
& Light Company ("JCP&L"), Metropolitan Edison Company ("Met-Ed") and
Pennsylvania Electric Company ("Penelec")), which are conducting business under
the name GPU Energy ("GPUE"), entered into a series of agreements to sell
substantially all of their fossil and hydroelectric generating stations to Sithe
Energies, Inc. ("Sithe") for an aggregate purchase price of approximately $1.67
billion in cash, subject to certain pre-closing adjustments. Sithe also entered
into transition power purchase agreements with the GPUE companies under which
the GPUE companies can call, or Sithe can require the GPUE companies to
purchase, capacity from these generating units at fixed prices through May 31,
2002. Following receipt of all regulatory and other approvals, the GPUE
companies completed these sales to various subsidiaries of Sithe on November 24,
1999.
In addition, as part of the transactions, Sithe acquired certain other
associated assets and liabilities including all related contracts, inventories,
fuel and certain intellectual property, as well as the stock of GPU Generation,
Inc. (which has been renamed Sithe Northeast Management Inc.).
GPU will apply the net proceeds of approximately $1.62 billion (JCP&L
$416 million; Met-Ed $641 million; Penelec $558 million), after payment of
related income taxes, to fund future stranded costs, invest in the reliability
of the GPUE companies' utility network, reduce outstanding debt and repurchase
GPU, Inc.
common stock.
The Company is not aware of any material relationships between Sithe and
any of its affiliates and GPU and any of its affiliates, any director or officer
of GPU or any associate of any such director or officer.
A copy of the GPU's related news release is annexed as Exhibit 1,
including a list of the generating stations and development sites sold to Sithe.
ITEM 5. OTHER EVENTS.
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1. Three Mile Island Litigation
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As previously reported, on November 2, 1999, the U.S. Court of Appeals
for the Third Circuit affirmed a 1996 U.S. District Court order dismissing ten
initial "test cases" of the pending 2,100 personal injury claims brought against
GPU, Inc. and the GPUE companies as a result of the March 1979 nuclear accident
at Three Mile Island Unit No. 2, but set aside the District Court's dismissal of
the remaining claims and remanded them to the District Court for further
proceedings.
On November 16, 1999, GPU, Inc. and the GPUE companies filed petitions
with the Court of Appeals seeking a rehearing and reconsideration of the Court's
decision regarding these remaining claims. The "test case" plaintiffs have also
requested a rehearing, or rehearing en banc, of the Court's decision upholding
the dismissal of their claims.
There can be no assurance as to the outcome of these proceedings.
2. Class Action Litigation
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As previously reported, two class action lawsuits have been commenced in
New Jersey Superior Court against GPU, Inc. and the GPUE companies, seeking both
compensatory and punitive damages for alleged losses suffered due to major power
outages and temporary service interruptions in JCP&L's service territory during
the July 1999 severe heat storm. In response to GPU's demand for a statement of
damages, the plaintiffs have stated that they are seeking damages of $700
million, subject to the results of pre-trial discovery.
There can be no assurance as to the outcome of this litigation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(b) Pro Forma Financial Information.
The pro forma financial information required by Item 2 of Form
8-K has been previously furnished in Exhibit 99 to GPU's Annual Report on Form
10-K for the year ended December 31, 1998 and is incorporated herein by
reference.
(c) Exhibits:
1. GPU News Release, dated November 24, 1999, which includes
a list of generating stations and development properties
sold to Sithe.
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
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T. G. Howson, Vice President
and Treasurer
Date: December 2, 1999