FirstEnergy announces preliminary merger election results

Nov. 7, 2001 — Based on a preliminary tabulation and calculation, approximately 113,441,107 shares of GPU, Inc., common stock have been elected to be exchanged for shares of FirstEnergy Corp. common stock and 3,029,751 shares of GPU stock have been elected to receive cash consideration under the terms of the merger agreement between the two companies.

The election deadline to receive $36.50 per share in cash or 1.2318 shares of FirstEnergy common stock, subject to proration, was November 6, 2001, at 5 p.m., Eastern Time. The remaining 3,132,976 shares of GPU stock were recorded as non-electing shares and will be exchanged for $36.50 in cash.

Under the merger agreement, shareholder elections are subject to proration so that, in the aggregate, 50 percent of the total outstanding GPU shares will be converted into FirstEnergy common stock and the remaining 50 percent will be converted into cash. Based on the preliminary tabulation and calculation, which includes elections accompanied by a Notice of Guaranteed Delivery, GPU shareholders would receive, for each share of GPU common stock, .6494 shares of FirstEnergy common stock and $17.26 in cash.

Final election results are expected to be announced early next week, along with the final merger consideration tabulation, and the exchange agent will allocate FirstEnergy common stock and cash in exchange for GPU common stock in accordance with the terms of the merger agreement soon thereafter. Any questions regarding the exchange or tabulation process should be directed to the exchange agent, Mellon Investor Services, at 1-800-279-1228.

FirstEnergy Corp., headquartered in Akron, Ohio, is a registered holding company. Its various subsidiaries have annual revenues of more than $12 billion, and electric sales of approximately 124 billion kilowatt-hours. Its seven electric utility operating companies — Ohio Edison, The Illuminating Company, Toledo Edison, Metropolitan Edison, Pennsylvania Electric, Pennsylvania Power and Jersey Central Power and Light — serve 4.3 million customers in a 36,100-square-mile service area that stretches from the Ohio-Indiana border to the New Jersey shore.

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