8-KOther Events

FIRSTENERGY CORP 8-K Report (Nov 7, 2001)

Filed November 7, 2001For Securities:FE

Summary

This Form 8-K filing by FirstEnergy Corp. (FE) on November 7, 2001, announces the effective date of its merger with GPU, Inc. The merger, initially agreed upon in August 2000, has now been completed. GPU shareholders had the option to receive $36.50 in cash or a fixed number of FirstEnergy shares per GPU share, based on a pre-determined 20-day trading period for FirstEnergy's stock. The average closing price of FirstEnergy stock during this period was $35.67, resulting in an exchange ratio of 1.2318 FirstEnergy shares for each GPU share. The filing also includes unaudited pro forma combined financial statements that present the combined entity's financial position and results of operations as if the merger had occurred on June 30, 2001, for the balance sheet and January 1, 2000, for the income statements. These statements incorporate the merger's financial effects, including significant goodwill generated, the assumption of GPU's assets and liabilities, and the financing arrangements for the cash portion of the merger consideration, which involved approximately $2.2 billion in debt.

Key Highlights

  • 1FirstEnergy Corp. and GPU, Inc. merger became effective on November 7, 2001.
  • 2GPU shareholders received either $36.50 cash or 1.2318 shares of FirstEnergy common stock per GPU share.
  • 3The cash portion of the merger consideration was funded by approximately $2.2 billion in debt.
  • 4Approximately 73.7 million shares of FirstEnergy common stock were issued to GPU shareholders.
  • 5Unaudited pro forma combined financial statements are presented as of June 30, 2001 (balance sheet) and for periods ending June 30, 2001, and December 31, 2000 (income statements).
  • 6Significant goodwill was recognized on the combined balance sheet, totaling approximately $4.1 billion.
  • 7The pro forma statements do not include anticipated cost savings from operational efficiencies or program eliminations.

Frequently Asked Questions

This filing announces the effective date of the merger between FirstEnergy Corp. and GPU, Inc., which occurred on November 7, 2001. It also provides pro forma financial information reflecting the combined entity.

GPU shareholders had the option to receive either $36.50 in cash or 1.2318 shares of FirstEnergy common stock for each share of GPU common stock they owned. The number of FirstEnergy shares was fixed based on the average closing price of FirstEnergy stock during a specific 20-day trading period.

FirstEnergy borrowed approximately $2.2 billion through a credit agreement with a group of banks to fund the cash portion of the merger consideration.

The unaudited pro forma combined financial statements present the combined financial position and results of operations of FirstEnergy and GPU as if the merger had been completed on specific assumed dates. This allows investors to see the potential financial impact of the merger on a combined basis, though it does not include anticipated synergies or cost savings.