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 7, 2001
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
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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 1. Changes in Control of Registrant
On November 7, 2001, the merger of FirstEnergy Corp. (FirstEnergy)
and GPU, Inc. (GPU) became effective pursuant to the Agreement and Plan
of Merger, dated August 8, 2000 (Merger Agreement) by and among
FirstEnergy and GPU. As a result of the merger, GPU's wholly owned
subsidiaries, including Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric Company
(collectively, the "Former GPU Companies"), became wholly owned
subsidiaries of FirstEnergy.
Under the terms of the Merger Agreement, GPU shareholders could
elect to receive, for each share of GPU common stock that they own,
either $36.50 in cash or shares of FirstEnergy common stock. The number
of FirstEnergy shares that a GPU shareholder will receive in exchange
for a GPU share depends upon the average closing price of FirstEnergy
common stock over a pre-determined 20-day trading period, but is limited
to 1.2318 shares if that average price is $29.6313 or higher. With the
November 7, 2001, merger effective date, the 20-day trading period ended
on October 29, 2001, and resulted in an average closing price of $35.67.
Consequently, GPU shareholders electing FirstEnergy shares will receive
1.2318 shares of FirstEnergy common stock for each share of GPU common
stock that they own. The elections by GPU shareholders are subject to
proration if the total elections received result in more than one-half
of the GPU common stock being exchanged for either cash or FirstEnergy
shares.
FirstEnergy borrowed the funds for the cash portion of the merger
consideration, approximately $2.2 billion, through a credit agreement
dated as of October 2, 2001 with a group of banks led by Barclay's Bank
Plc, as administrative agent. FirstEnergy will issue approximately 73.7
million shares of its common stock to GPU shareholders for the share
portion of the transaction consideration.
Item 4. Changes in Registrant's Certifying Accountant
Effective with the merger as described in Item 1, each Former GPU
Company became a wholly owned subsidiary of FirstEnergy and named Arthur
Andersen LLP as its independent accountants, effective November 7, 2001.
Each Former GPU Company's former independent accountants,
PricewaterhouseCoopers LLP, were dismissed on November 7, 2001. The
decisions to dismiss PricewaterhouseCoopers LLP and to engage Arthur
Andersen LLP were recommended by the Audit Committee of, and approved
by, the Board of Directors of FirstEnergy, the sole-shareholder of the
Former GPU Companies.
None of the reports issued by PricewaterhouseCoopers LLP on any of
the Former GPU Companies' financial statements for either of the two
most recent fiscal years contained any adverse opinion or any disclaimer
of an opinion, or any qualification or modification as to uncertainty,
audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years
and through November 7, 2001 for each of the Former GPU Companies, there
were no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principle or practice, financial statement disclosure, or
auditing scope, which disagreements, if not resolved to the satisfaction
of PricewaterhouseCoopers LLP, would have caused them to make reference
thereto in their reports on the financial statements of such company for
such years.
Each of the Former GPU Companies has requested that
PricewaterhouseCoopers LLP furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated November 9, 2001, is
filed as Exhibit 16 to this Form 8-K. Arthur Andersen LLP was provided
an opportunity to comment on the contents of the disclosures made
herein, and no comments were received.
Item 7. Exhibits
Exhibit No. Description
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16 PricewaterhouseCoopers LLP letter to the Securities
and Exchange Commission regarding the change in
certifying accountant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
November 9, 2001
JERSEY CENTRAL POWER & LIGHT COMPANY
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Registrant
METROPOLITAN EDISON COMPANY
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Registrant
PENNSYLVANIA ELECTRIC COMPANY
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Registrant
/s/ Harvey L. Wagner
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Harvey L. Wagner
Vice President and Controller
Principal Accounting Officer