SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1993
Filed pursuant to the Public Utility Holding Company Act of 1935
by
GENERAL PUBLIC UTILITIES CORPORATION (File No. 30-126)
100 Interpace Parkway, Parsippany, New Jersey 07054
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION
FORM U5S
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1993
TABLE OF CONTENTS
Item
No. Title Page
1. System Companies and Investment Therein 1
2. Acquisitions or Sales of Utility Assets 2
3. Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 3-7
4. Acquisition, Redemption or Retirement of
System Securities 8-13
5. Investments in Securities of Nonsystem Companies 14
6. Officers and Directors 15-23
7. Contributions and Public Relations 24
8. Service, Sales and Construction Contracts 25
9. Wholesale Generators and Foreign Utility Companies 27
10. Financial Statements and Exhibits:
Consolidating Financial Statements,
Schedules and Notes 28-36
Exhibits 37-48
Signature Page 50
<PAGE>
<TABLE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1993
<CAPTION>
Number of Common Shares
or Principal Amount % of Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
<S> <C> <C> <C> <C>
General Public Utilities Corporation (GPU):
Jersey Central Power & Light Company (JCP&L)(a) 15,371,270 shs. 100% $1,313,622,647 $1,313,622,647
Metropolitan Edison Company (Met-Ed)(a)(b) 859,500 shs. 100 641,150,204 641,150,208
York Haven Power Company 500 shs. 100 10,898,145 10,898,145
Pennsylvania Electric Company (Penelec)(a)(b) 5,290,596 shs. 100 699,588,046 699,634,081
Nineveh Water Company 5 shs. 100 1,481,859 1,435,825
Waverly Electric Light & Power Company 600 shs. 100 60,000 15,000
GPU Service Corporation (GPUSC) 5,000 shs. 100 50,000 50,000
GPU Nuclear Corporation (GPUN) 2,500 shs. 100 50,000 50,000
General Portfolios Corporation (GPC) 100 shs. 100 39,134,249 39,134,249
Energy Initiatives, Inc. (EI) 100 shs. 100 34,026,388 34,026,388
Elmwood Energy Corporation (c) 10 shs. 100 5,157,664 5,157,164
Prime Energy Limited Partnership (c) (d) 50 7,694,271 3,877,992
Camchino Energy Corporation (c) 100 shs. 100 441,952 441,952
OLS Power Limited Partnership (c) (d) 50 (770,790) -
OLS Acquisition Corporation (c) 100 shs. 100 (820,202) (820,202)
OLS Energy - Berkeley (c) 1,000 shs. 100 656,769 656,769
OLS Energy - Chino (c) 1,000 shs. 100 655,244 655,244
OLS Energy - Camarillo (c) 1,000 shs. 100 (2,097,561) (2,097,561)
Hanover Energy Corp. (c)(h) 100 shs. 100 1,000 1,000
Bermuda Hundred Energy Limited Partnership (c) (e) 100 - -
Armstrong Energy Corporation (c) (Inactive) 100 shs. 100 1,000 1,000
AEC/REF-Fuel Limited Partnership (c) (Inactive) (f) - - -
Geddes Cogeneration Corporation (c) 100 shs. 100 15,503,462 15,503,462
Onondaga Cogeneration Limited Partnership (c) (g) 50 28,688,841 15,451,514
EI Fuels Corporation (Inactive) 100 shs. 100 1,000 1,000
-1-
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1993 (Continued):
<FN>
Notes: (a) These subsidiaries collectively own all of the common stock of Saxton Nuclear Experimental Corporation, a
Pennsylvania nonprofit corporation organized for nuclear experimental purposes which is now inactive.
The carrying value of the owners' investment has been written down to a nominal value.
(b) Met-Ed and Penelec are exempt as holding companies under Section 3(a) and Rule 2 of the Public Utility
Holding Company Act of 1935.
(c) These subsidiaries participate in some or all aspects of promoting, developing, financing, constructing,
owning, leasing, managing and operating independent power production facilities.
(d) A 1% interest as General Partner and 49% of the Limited Partnership interests.
(e) 100% Partnership interests.
(f) 50% General Partnership interests.
(g) A 1% General Partner and 49% Limited Partnership interest.
(h) Name changed from Bermuda Hundred Energy, Inc. effective March 16, 1993.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
-2-
<PAGE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES:
<CAPTION>
Principal Amount
Name of Company or Stated Value
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing Issued Guaranteed Date of Commission
Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization
(1) (2) (3) (4) (5) (6) (7)
<S> <C> <C> <C> <C> <C> <C>
Jersey Central Power &
Light Company
First Mortgage Bonds:
6 3/8% Series, due 2003 JCP&L $150,000,000 4-27-93 $148,513,500(a) Rule 52
7 1/2% Series, due 2023 JCP&L 125,000,000 4-27-93 123,375,000(b) Rule 52
6 3/4% Series, due 2025 JCP&L 150,000,000 10-27-93 147,564,000(c) Rule 52
Total First Mortgage Bonds $425,000,000 $419,452,500
First Mortgage Bonds
designated Secured
Medium-Term Notes:
7.98% Series C, due 2023 JCP&L $ 40,000,000 02-16-93 $ 39,700,000(d) Rule 52
6.04% Series C, due 2000 JCP&L 40,000,000 03-15-93 39,760,000(e) Rule 52
6.78% Series C, due 2005 JCP&L 50,000,000 03-29-93 49,687,500(f) Rule 52
Total First Mortgage
Bonds designated Secured
Medium-Term Notes $130,000,000 $129,147,500
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<PAGE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (continued):
<FN>
Notes: (a) All $150,000,000 p.a., 6 3/8% Series, due May 1, 2003 were issued and sold April 27, 1993 at an issue price
of 99.335% pursuant to Forty-Seventh Supplemental Indenture, with proceeds of $148,513,500, net of
underwriter's commission of $489,000 and discount of $997,500.
(b) All $125,000,000 p.a., 7 1/2% Series, due May 1, 2023 were issued and sold April 27, 1993 at an issue price
of 99.17% pursuant to Forty-Eighth Supplemental Indenture, with proceeds of $123,375,000, net of
underwriter's commission of $587,500 and discount of $1,037,500.
(c) All $150,000,000 p.a., 6 3/4% Series, due November 1, 2025 were issued and sold October 27, 1993 at an issue
price of 98.887% pursuant to Forty-Ninth Supplemental Indenture, with proceeds of $147,564,000, net of
underwriter's commission of $766,500 and discount of $1,669,500.
(d) All $40,000,000 p.a., 7.98% Series C, due February 16, 2023 were issued and sold February 16, 1993 at face
value pursuant to Forty-Fourth Supplemental Indenture, with proceeds of $39,700,000, net of agents'
commissions of $300,000.
(e) All $40,000,000 p.a., 6.04% Series C, due March 15, 2000 were issued and sold March 15, 1993 at face value
pursuant to Forty-Fourth Supplemental Indenture, with proceeds of $39,760,000, net of agents' commissions of
$240,000.
(f) All $50,000,000 p.a., 6.78% Series C, due March 29, 2005 were issued and sold March 29, 1993 at face value
pursuant to Forty-Fourth Supplemental Indenture, with proceeds of $49,687,500, net of agents' commissions of
$312,500.
-4-
<PAGE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (continued):
<CAPTION>
Principal Amount
Name of Company or Stated Value
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing Issued Guaranteed Date of Commission
Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization
(1) (2) (3) (4) (5) (6) (7)
<S> <C> <C> <C> <C> <C> <C>
Metropolitan Edison Company
First Mortgage Bonds
designated Secured
Medium-Term Notes:
7.22% Series B due 2003 Met-Ed $ 40,000,000 1-29-93 $ 39,750,000 (a) Rule 52
7.35% Series B due 2005 Met-Ed 20,000,000 1-29-93 19,875,000 (b) Rule 52
8.15% Series B due 2023 Met-Ed 60,000,000 1-29-93 59,550,000 (c) Rule 52
6.20% Series B due 2000 Met-Ed 30,000,000 6-18-93 29,820,000 (d) Rule 52
6.60% Series B due 2003 Met-Ed 20,000,000 6-18-93 19,875,000 (e) Rule 52
7.65% Series B due 2023 Met-Ed 30,000,000 6-18-93 29,775,000 (f) Rule 52
6.34% Series B due 2004 Met-Ed 40,000,000 8-27-93 39,750,000 (g) Rule 52
6.97% Series B due 2023 Met-Ed 30,000,000 10-19-93 29,775,000 (h) Rule 52
Total First Mortgage Bonds
designated Secured
Medium-Term Notes $270,000,000 $268,170,000
<FN>
Notes: (a) All $40,000,000 p.a., 7.22% Series B, due January 30, 2003 were issued and sold January 29, 1993, at face
value pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $39,750,000, net of agents'
commissions of $250,000.
(b) All $20,000,000 p.a., 7.35% Series B, due February 1, 2005 were issued and sold January 29, 1993, at face
value pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $19,875,000, net of agents'
commissions of $125,000.
-5-
<PAGE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (continued):
Notes: (c) All $60,000,000 p.a., 8.15% Series B, due January 30, 2023 were issued and sold January 29, 1993, at face
value pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $59,550,000, net of
agents' commissions of $450,000.
(d) All $30,000,000 p.a., 6.20% Series B, due June 19, 2000 were issued and sold June 18, 1993, at face value
pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $29,820,000, net of agents'
commissions of $180,000.
(e) All $20,000,000 p.a., 6.60% Series B, due June 18, 2003 were issued and sold June 18, 1993, at face value
pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $19,875,000, net of agents'
commissions of $125,000.
(f) All $30,000,000 p.a., 7.65% Series B, due June 19, 2023 were issued and sold June 18, 1993, at face value
pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $29,775,000, net of agents'
commissions of $225,000.
(g) All $40,000,000 p.a., 6.34% Series B, due August 27, 2004 were issued and sold August 27, 1993, at face value
pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $39,750,000, net of agents'
commissions of $250,000.
(h) All $30,000,000 p.a., 6.97% Series B, due October 19, 2023 were issued and sold October 19, 1993, at face
value pursuant to Supplemental Indenture dated September 1, 1992, with proceeds of $29,775,000, net of
agents' commissions of $225,000.
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<PAGE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal Amount
Name of Company or Stated Value
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing Issued Guaranteed Date of Commission
Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization
(1) (2) (3) (4) (5) (6) (7)
<S> <C> <C> <C> <C> <C> <C>
Pennsylvania Electric
Company
First Mortgage Bonds
designated Secured
Medium-Term Notes:
6.15 % Series due 2000 Penelec $ 30,000,000 3-05-1993 $ 29,820,000 (a) Rule 52
6.60 % Series due 2003 Penelec 30,000,000 6-09-1993 29,812,500 (b) Rule 52
7.49 % Series due 2023 Penelec 30,000,000 6-30-1993 29,775,000 (c) Rule 52
6.10 % Series due 2004 Penelec 30,000,000 9-02-1993 29,812,500 (d) Rule 52
Total $120,000,000 $119,220,000
<FN>
Notes: (a) All $30,000,000 p.a., 6.15% Series C, due March 6, 2000 were issued and sold March 5, 1993, at face value
pursuant to Supplemental Indenture dated March 1, 1992, with proceeds of $29,820,000, net of agents'
commissions of $180,000.
(b) All $30,000,000 p.a., 6.60% Series C, due June 9, 2003 were issued and sold June 9, 1993, at face value
pursuant to Supplemental Indenture dated March 1, 1992, with proceeds of $29,812,500, net of agents'
commissions of $187,500.
(c) All $30,000,000 p.a., 7.49% Series C, due June 30, 2023 were issued and sold June 30, 1993, at face value
pursuant to Supplemental Indenture dated March 1, 1992, with proceeds of $29,775,000, net of agents'
commissions of $225,000.
(d) All $30,000,000 p.a., 6.10% Series D, due September 2, 2004 were issued and sold September 2, 1993, at face
value pursuant to Supplemental Indenture dated June 1, 1993, with proceeds of $29,812,500, net of agents'
commissions of $187,500.
-7-
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION>
Name of Company Acquiring Authorization
Name of Issuer or Retiring Securities Consideration Disposition or Exemption
<S> <C> <C> <C> <C>
JCP&L:
Bonds JCP&L $439,311,509 Retired Rule 42
Preferred Stock " 52,375,000 Retired Rule 42
Total $491,686,509
Met-Ed:
Bonds Met-Ed $229,512,381 Retired Rule 42
Preferred Stock " 85,329,840 Retired Rule 42
Total $314,842,221
Penelec:
Bonds Penelec $111,208,434 Retired Rule 42
Preferred Stock " 25,972,750 Retired Rule 42
Total $137,181,184
GPUSC:
Term Note GPUSC $11,500 Retired Rule 42
Secured Notes " 3,200 Retired Rule 42
Total $14,700
NOTE: See pages 9 to 13 for a detailed description of the above transactions.
-8-
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (continued):
<CAPTION>
Principal
Name of Issuer Name of Company Amount or Stated Value
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
<S> <C> <C> <C> <C> <C> <C>
Jersey Central Power &
Light Company
First Mortgage Bonds:
8 5/8% Series, due 2003 JCP&L $ 48,154,000 5-27-93 $ 50,472,916(a) Rule 42
8 1/8% Series, due 2001 JCP&L 32,887,000 5-27-93 34,515,112(b) Rule 42
8% Series, due 2001 JCP&L 24,093,000 5-27-93 24,854,339(c) Rule 42
8% Series, due 2002 JCP&L 23,569,000 5-27-93 24,895,935(d) Rule 42
10 3/8% Series, due 2018 JCP&L 100,000,000 5-27-93 108,679,236(e) Rule 42
6% Series, due 1997* JCP&L 10,000,000 6-30-93 10,177,000(f) Rule 42
7 1/8% Series, due 1998* JCP&L 8,000,000 6-30-93 8,271,304(g) Rule 42
4 1/2% Series, due 1993 JCP&L 14,477,000 10-1-93 14,802,733(h) Rule 42
10 1/8% Series, due 2019 JCP&L 125,000,000 10-27-93 139,890,625(i) Rule 42
8 1/2% Series, due 1999 JCP&L 8,022,000 11-24-93 8,269,769(j) Rule 42
4 5/8% Series, due 1994 JCP&L 14,317,000 12-30-93 14,482,540(k) Rule 42
Total First Mortgage Bonds $408,519,000 $439,311,509
Preferred Stock:
8.12% Series,
250,000 shares JCP&L $ 25,000,000 9-17-93 $ 26,142,000(l) Rule 42
8% Series,
250,000 shares JCP&L 25,000,000 9-17-93 26,233,000(m) Rule 42
Total Preferred Stock $ 50,000,000 $ 52,375,000
<FN>
Notes: (a) All $48,154,000 p.a., 8 5/8% Series, due October 1, 2003 were retired May 27, 1993 pursuant to Twenty-third
Supplemental Indenture, at a cost of $49,815,313 plus $657,603 interest (call price of 103.45%).
-9-
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (continued):
<FN>
Notes: (b) All $32,887,000 p.a., 8 1/8% Series, due February 1, 2001 were retired May 27, 1993 pursuant to Nineteenth
Supplemental Indenture, at a cost of $33,646,690 plus $868,422 interest (call price of 102.31%).
(c) All $24,093,000 p.a., 8% Series, due November 1, 2001 were retired May 27, 1993 pursuant to Twentieth
Supplemental Indenture, at a cost of $24,709,781 plus $144,558 interest (call price of 102.56%).
(d) All $23,569,000 p.a., 8% Series, due August 1, 2002 were retired May 27, 1993 pursuant to Twenty-first
Supplemental Indenture, at a cost of $24,283,141 plus $612,794 interest (call price of 103.03%).
(e) All $100,000,000 p.a., 10 3/8% Series, due April 15, 2018 were retired May 27, 1993 pursuant to Thirty-ninth
Supplemental Indenture, at a cost of $107,440,000 plus $1,239,236 interest (call price of 107.44%).
(f) All $10,000,000 p.a., 6% Series, due May 1, 1997 were retired June 30, 1993 pursuant to Eleventh Supplemental
Indenture, at a cost of $10,077,000 plus $100,000 interest (call price of 100.77%).
(g) All $8,000,000 p.a., 7 1/8% Series, due October 1, 1998 were retired June 30, 1993 pursuant to Thirteenth
Supplemental Indenture, at a cost of $8,128,800 plus $142,504 interest (call price of 101.61%).
(h) All $14,477,000 p.a., 4 1/2% Series, due October 1, 1993 were retired October 1, 1993 pursuant to Tenth
Supplemental Indenture, at a cost of $14,477,000 plus $325,733 interest.
(i) All $125,000,000 p.a., 10 1/8% Series, due April 1, 2019 were redeemed for financial reporting purposes
October 27, 1993 as a result of depositing with the trustee, an amount needed for their early redemption on
April 1, 1994 pursuant to Forty-first Supplemental Indenture, at a cost of $133,562,500 plus $6,328,125
interest (call price of 106.85%).
(j) All $8,022,000 p.a., 8 1/2% Series, due October 1, 1999 were retired November 24, 1993 pursuant to Sixteenth
Supplemental Indenture at a cost of $8,165,594 plus $104,175 interest (call price of 101.79%).
(k) All $14,317,000 p.a., 4 5/8% Series, due October 1, 1994 were retired December 30, 1993 pursuant to Eleventh
Supplemental Indenture, at a cost of $14,317,000 plus $165,540 interest.
(l) All 8.12% Series, $25,000,000 stated value $100 per share, 250,000 shares were redeemed September 17, 1993 at
a cost of $25,882,500 plus an amount equivalent to accrued dividends of $259,500 (call price of $103.53).
(m) All 8% Series, $25,000,000 stated value $100 per share, 250,000 shares were redeemed September 17, 1993 at a
cost of $25,977,500 plus an amount equivalent to accrued dividends of $255,500 (call price of $103.91).
* Issued by New Jersey Power & Light Company and assumed by JCP&L.
-10-
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal Amount
Name of Issuer Name of Company or Stated Value
and Acquiring, Redeeming or Redeemed Commission
Title of Issue Retiring Securities Acquired and Retired Consideration Authorization
(1) (2) (3) (4) (5) (6)
<S> <C> <C> <C> <C> <C>
Metropolitan Edison Company
First Mortgage Bonds:
9 % Series, due 2006 Met-Ed $ 50,000,000 $ 51,660,000 (a) Rule 42
9 % Series, due 2008 Met-Ed 50,000,000 52,200,000 (b) Rule 42
8-1/2% Series, due 2003 Met-Ed 20,000,000 20,926,667 (c) Rule 42
8-3/8% Series, due 2007 Met-Ed 35,000,000 37,128,876 (d) Rule 42
8-1/8% Series, due 1999 Met-Ed 25,000,000 25,412,500 (e) Rule 42
7-7/8% Series, due 2001 Met-Ed 15,000,000 15,408,563 (f) Rule 42
7-7/8% Series, due 2002 Met-Ed 26,000,000 26,775,775 (g) Rule 42
Total First Mortgage Bonds $221,000,000 $229,512,381
Preferred Stock:
8.32% Series H Perpetual Met-Ed $ 25,000,000 $ 26,413,000 (h) Rule 42
8.32% Series J Perpetual Met-Ed 15,000,000 15,766,800 (i) Rule 42
8.12% Series I Perpetual Met-Ed 25,000,000 26,311,000 (j) Rule 42
8.12% Series Perpetual Met-Ed 16,000,000 16,839,040 (k) Rule 42
Total Preferred Stock $ 81,000,000 $ 85,329,840
<FN>
Notes: (a) All $50,000,000 p.a., 9% Series, due March 1, 2006 were retired March 1, 1993, pursuant to the Supplemental
Indenture dated March 1, 1976, at a cost of $51,660,000.
(b) All $50,000,000 p.a., 9% Series, due September 1, 2008 were retired March 1, 1993, pursuant to the
Supplemental Indenture dated September 1, 1978, at a cost of $52,200,000.
(c) All $20,000,000 p.a., 8-1/2% Series due December 1, 2003 were retired July 19, 1993, pursuant to the
Supplemental Indenture dated December 1, 1973, at a cost of $20,700,000 plus $226,667 interest.
(d) All $35,000,000 p.a., 8-3/8% Series, due October 1, 2007 were retired July 19, 1993, pursuant to the
Supplemental Indenture dated September 28, 1977, at a cost of $36,249,500 plus $879,376 interest.
(e) All $25,000,000 p.a., 8-1/8% Series, due August 1, 1999 were retired August 1, 1993, pursuant to the
Supplemental Indenture dated August 1, 1969, at a cost of $25,412,500.
-11-
<PAGE>
Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Cont'd)
Notes: (f) All $15,000,000 p.a., 7-7/8% Series, due November 1, 2001 were retired November 19, 1993, pursuant to the
Supplemental Indenture dated November 1, 1977, at a cost of $15,349,500 plus $59,063 interest.
(g) All $26,000,000 p.a., 7-7/8% Series, due May 1, 2002 were retired November 19, 1993, pursuant to the
Supplemental Indenture dated May 1, 1972, at a cost of $26,673,400 plus $102,375 interest.
(h) All 8.32% Series H, $25,000,000 stated value $100 per share, 250,000 shares were redeemed September 9, 1993 at
a cost of $26,020,000 plus an amount equivalent to accrued dividends of $393,000 (call price of $104.08).
(i) All 8.32% Series J, $15,000,000 stated value $100 per share, 150,000 shares were redeemed September 9, 1993 at
a cost of $15,531,000 plus an amount equivalent to accrued dividends of $235,800 (call price of $103.54).
(j) All 8.12% Series I, $25,000,000 stated value $100 per share, 250,000 shares were redeemed September 17, 1993
at a cost of $25,882,500 plus an amount equivalent to accrued dividends of $428,500 (call price of $103.53).
(k) All 8.12% Series, $16,000,000 stated value $100 per share, 160,000 shares were redeemed September 17, 1993 at
a cost of $16,564,800 plus an amount equivalent to accrued dividends of $274,240 (call price of $103.53).
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<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal Amount
Name of Issuer Name of Company or Stated Value
and Acquiring, Redeeming or Redeemed Commission
Title of Issue Retiring Securities Acquired and Retired Consideration Authorization
(1) (2) (3) (4) (5) (6)
<S> <C> <C> <C> <C> <C>
Pennsylvania Electric Company
First Mortgage Bonds:
8 % Series due 1999 Penelec $ 28,000,000 $ 28,470,400 (a) Rule 42
8 3/8% Series due 2003 Penelec 30,000,000 30,964,833 (b) Rule 42
7 7/8% Series due 2001 Penelec 30,000,000 31,652,437 (c) Rule 42
4 5/8% Series due 1994 Penelec 20,000,000 20,120,764 (d) Rule 42
Total First Mortgage Bonds $108,000,000 $111,208,434
Preferred Stock:
8.12% Series I Penelec $25,000,000 $25,972,750 (e) Rule 42
<FN>
Notes: (a) All $28,000,000 p.a., 8% series, due May 1, 1999 were retired May 1, 1993 pursuant to Supplemental Indenture
dated May 1, 1969, at a cost of $28,470,400.
(b) All $30,000,000 p.a., 8 3/8% series, due July 1, 2003 were retired July 9, 1993 pursuant to Supplemental
Indenture dated July 1, 1973, at a cost of $30,909,000 plus $55,833 interest.
(c) All $30,000,000 p.a., 7 7/8% series, due December 1, 2001 were retired October 8, 1993 pursuant to
Supplemental Indenture dated December 1, 1971, at a cost of $30,819,000 plus $833,437 interest.
(d) All $20,000,000 p.a., 4 5/8% series, due October 1, 1994 were retired November 18, 1993 pursuant to
Supplemental Indenture dated October 1, 1964, at a cost of $20,000,000 plus $120,764 interest.
(e) All 8.12% Series I, $25,000,000 stated value $100 per share, 250,000 shares were redeemed September 17, 1993 at
a cost of $25,882,500 plus an amount equivalent to accrued dividends of $90,250 (call price of $103.53).
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<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
<CAPTION>
Equity Securities Nature of Owner's
Name of Issuer Security Owned Shares Owned % of Voting Power Business Book Value
<S> <C> <C> <C> <C> <C>
ACE Limited Stock 77,963 Less than 1% Insurance $2,598,700
Exel Limited Stock 78,660 Less than 1% Insurance 1,180,000
Polsky Energy Independent
Corporation Stock 824 9.9% Power Production 2,738,933
Selkirk Cogen Independent
Partners, L.P. (1) - - Power Production 5,526,064
2 Other Investments Stock and
under $100,000 each Debentures - - (2) 5,200
<FN>
(1) Represents an equity contribution pursuant to an option agreement, quaranteeing future equity
contributions.
(2) Participation loans to development corporations to assist in the expansion and development of
industrial and commercial activities by providing financial assistance to small, emerging businesses.
-14-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
GPU GPC EI (A) GPUSC GPUN JCP&L MET-ED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. R. Leva (B) CH-P-D CH-D CH-P-D CB-D CB-D CB-D
L. J. Appell, Jr.
Susquehanna Pfaltzgraff, York, PA D
D. J. Bainton
Continental Can Co., Inc., Syosset, NY D
T. H. Black
Ingersoll-Rand Co., Woodcliff Lake, NJ D
T. B. Hagen
Erie Insurance Group, Erie, PA D
H. F. Henderson, Jr.
H. F. Henderson Ind., W. Caldwell, NJ D
J. M. Pietruski
Texas Biotechnology Corp., Houston, TX D
C. A. Rein
Metropolitan Life Insurance Co., New York, NY D
P. R. Roedel
Carpenter Technology Corp., Reading, PA D
C. A. H. Trost
10405 Windsor View Dr., Potomac, MD D D
Dr. P. K. Woolf
506 Quaker Rd., Princeton, NJ D
S. K. Cepeda (B) AS AS
F. A. Donofrio (B) VP-C D D SVP-D
J. G. Graham (B) SVP P-D D EVP-D VP VP-D VP-D
I. H. Jolles (B) SVP EVP-D
D. W. Myers (B) VP-T VP-T VP-T VP-T VP-T VP-T
-15A-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
CO. PENELEC CO. CO. SAXTON
<S> <C> <C> <C> <C> <C>
J. R. Leva (B) CB-D
L. J. Appell, Jr.
Susquehanna Pfaltzgraff, York, PA
D. J. Bainton
Continental Can Co., Inc., Syosset, NY
T. H. Black
Ingersoll-Rand Co., Woodcliff Lake, NJ
T. B. Hagen
Erie Insurance Group, Erie, PA
H. F. Henderson, Jr.
H. F. Henderson Ind., W. Caldwell, NJ
J. M. Pietruski
Texas Biotechnology Corp., Houston, TX
C. A. Rein
Metropolitan Life Insurance Co., New York, NY
P. R. Roedel
Carpenter Technology Corp., Reading, PA
C. A. H. Trost
10405 Windsor View Dr., Potomac, MD
Dr. P. K. Woolf
506 Quaker Rd., Princeton, NJ
S. K. Cepeda (B)
F. A. Donofrio (B)
J. G. Graham (B) VP-D
I. H. Jolles (B)
D. W. Myers (B) VP-T T T T
-15B-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
GPU GPC EI (A) GPUSC GPUN JCP&L MET-ED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M. A. Nalewako (B) S S S AS AS AS
R. C. Arnold (B) EVP-D D D
R. C. Black (B) VP
C. Brooks (B) VP
P. R. Chatman (B) C
F. Dominguez (B) VP
J. D. Gassert (C) VP
T. G. Howson (B) VP
C. A. Mansfield
GPUSC, Washington, DC VP
P. C. Mezey (B) D CH-D SVP
C. Mignon (C) VP
R. J. Postweiler (B) VP
M. Raber (B) VP
M. B. Roche (D)(H) VP VP
D. C. Brauer (D) VP VP
P. M. Dool (D) AS AS
R. J. Guy (D) VP VP
-16A-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
CO. PENELEC CO. CO. SAXTON
<S> <C> <C> <C> <C> <C>
M. A. Nalewako (B) AS
R. C. Arnold (B) D
R. C. Black (B)
C. Brooks (B)
P. R. Chatman (B)
F. Dominguez (B)
J. D. Gassert (C)
T. G. Howson (B)
C. A. Mansfield
GPUSC, Washington, DC
P. C. Mezey (B)
C. Mignon (C)
R. J. Postweiler (B)
M. Raber (B)
M. B. Roche (D)(H)
D. C. Brauer (D)
P. M. Dool (D)
R. J. Guy (D)
-16B-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
GPU GPC EI (A) GPUSC GPUN JCP&L MET-ED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
B. L. Levy (D) P-D P-D
K. Tomblin (D) S S
P. R. Clark (D) D P-D
L. L. Humphreys
2312 Davidson Street, Richland, WA D
W. A. Wilson
ICC Technologies, Philadelphia, PA D
J. J. Barton
O.C. NS, Forked River, NJ VP
T. G. Broughton
TMI-1, Middletown, PA VP-D
C. Clawson (D) VP
R. W. Keaton (D) VP
R. L. Long (D) VP
P. E. Maricondo (D) VP-C
C. A. Mascari (D) VP
J. A. Thompson (D) AS
J. F. Wilson (D) S
D. Baldassari (E) D D P-D
G. E. Persson
Business Dynamics Assoc., Farmingdale, NJ D
S. C. Van Ness
Pico, Mack, Kennedy, Jaffe,
Perrella & Yoskin, Trenton, NJ D
-17A-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
CO. PENELEC CO. CO. SAXTON
<S> <C> <C> <C> <C> <C>
B. L. Levy (D)
K. Tomblin (D)
P. R. Clark (D) D
L. L. Humphreys
2312 Davidson Street, Richland, WA
W. A. Wilson
ICC Technologies, Philadelphia, PA
J. J. Barton
O.C. NS, Forked River, NJ
T. G. Broughton
TMI-1, Middletown, PA
C. Clawson (D)
R. W. Keaton (D)
R. L. Long (D)
P. E. Maricondo (D)
C. A. Mascari (D)
J. A. Thompson (D)
J. F. Wilson (D) S
D. Baldassari (E) CB-D
G. E. Persson
Business Dynamics Assoc., Farmingdale, NJ
S. C. Van Ness
Pico, Mack, Kennedy, Jaffe,
Perrella & Yoskin, Trenton, NJ
-17B-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
GPU GPC EI (A) GPUSC GPUN JCP&L MET-E
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. B. Wiley
Wiley, Malehorn & Sirota, Morristown, NJ D
R. S. Cohen (E) S
C. D. Cudney (E) VP
C. R. Fruehling (E) VP
E. J. McCarthy (E) VP
C. Marks (E) AS
M. P. Morrell (E) VP-D
R. W. Muilenburg (E) VP
P. H. Preis (E) VP-C-D
J. J. Westervelt (E) VP
F. D. Hafer (F)(J) D D P-D
W. A. Boquist (F) S
D. S. High (F) VP-D
D. L. O'Brien (F) C
D. M. O'Brien-Groff (F) AS
H. L. Robidoux (F) VP-D
R. J. Toole (E)(F) VP VP-D
-18A-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
<S> CO. PENELEC CO. CO. SAXTON
S. B. Wiley <C> <C> <C> <C> <C>
Wiley, Malehorn & Sirota, Morristown, NJ
R. S. Cohen (E)
C. D. Cudney (E)
C. R. Fruehling (E)
E. J. McCarthy (E)
C. Marks (E)
M. P. Morrell (E)
R. W. Muilenburg (E)
P. H. Preis (E)
J. J. Westervelt (E)
F. D. Hafer (F)(J) P D
W. A. Boquist (F) S-D
D. S. High (F)
D. L. O'Brien (F)
D. M. O'Brien-Groff (F)
H. L. Robidoux (F)
R. J. Toole (E)(F) P-D
-18B-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
GPU GPC EI (A) GPUSC GPUN JCP&L MET-ED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R. S. Zechman (F) VP
J. B. DeAngelo (F)
L. A. Lenhart (C)
V. D. Schimoler, Jr. (F)
D. Weaver (F)
R. L. Wise (G)(I) D-P D
J. W. Bonarrigo (G)
T. N. Elston (G)
J. F. Furst (G)
J. G. Herbein (G)
W. C. Matthews (G)
G. R. Repko (G)
W. R. Stinson (G)
B. A. Good
TMI-1, Middletown, PA
J. E. Hildebrand
O.C. NS, Forked River, NJ
G. S. Steffy (D)
-19A-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<CAPTION>
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
CO. PENELEC CO. CO. SAXTON
<S> <C> <C> <C> <C> <C>
R. S. Zechman (F)
J. B. DeAngelo (F) D
L. A. Lenhart (C) T
V. D. Schimoler, Jr. (F) C
D. Weaver (F) VP
R. L. Wise (G)(I) P-D P-D P-D D
J. W. Bonarrigo (G) AS
T. N. Elston (G) VP
J. F. Furst (G) VP D
J. G. Herbein (G) VP-D VP-D D
W. C. Matthews (G) S S S
G. R. Repko (G) VP-D VP-D
W. R. Stinson (G) VP-C-D C-D C-D
B. A. Good
TMI-1, Middletown, PA VP
J. E. Hildebrand
O.C. NS, Forked River, NJ P-D
G. S. Steffy (D) C
-19B-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
<FN>
(A) Includes the following companies: Elmwood Energy Corporation, Camchino Energy Corporation, OLS Acquisition
Corporation, OLS Energy - Berkeley, OLS Energy - Chino, OLS Energy - Camarillo, Hanover Energy Corporation,
Armstrong Energy Corporation, Geddes Cogeneration Corporation and EI Fuels Corporation. Also includes the
following incorporated in 1994: EI Canada Holding Limited, EI Brooklyn Power Limited and EI Services Canada
Limited.
(B) Address is 100 Interpace Parkway, Parsippany, NJ.
(C) Address is Rt. 183 & Van Reed Road, Reading, PA.
(D) Address is One Upper Pond Road, Parsippany, NJ.
(E) Address is 300 Madison Avenue, Morristown, NJ.
(F) Address is 2800 Pottsville Pike, Muhlenberg Township, PA.
(G) Address is 1001 Broad Street, Johnstown, PA.
(H) Effective January 31, 1994, M. B. Roche resigned the position of Vice President - GPUSC, and was elected Vice
President - GPUN effective February 1, 1994.
(I) R. L. Wise resigned as President of Penelec and was elected President - Fossil Generation of GPU Service
Corporation effective May 1, 1994.
(J) F. D. Hafer was elected President of Penelec effective May 1, 1994.
-20-
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1993
KEY
CH - Chairman
CB - Chairman of the Board
D - Director
P - President
EVP - Executive Vice President
SVP - Senior Vice President
VP - Vice President
C - Comptroller
T - Treasurer
S - Secretary
AS - Assistant Secretary
-21-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
Part II. AS OF DECEMBER 31, 1993
NAME AND LOCATION POSITION HELD APPLICABLE
NAME OF OFFICER OF IN FINANCIAL EXEMPTION
OR DIRECTOR FINANCIAL INSTITUTION INSTITUTION RULE
L. J. Appell Jr. York Bank and Trust Co. Director 70(a)
York, PA
D. Baldassari First Morris Bank Director 70(f)
Morristown, NJ
F. D. Hafer Meridian Bancorp, Inc. Director 70(f)
and Meridian Bank
Reading, PA
J. R. Leva Chemical Bank of NJ Director 70(f)
Morristown, NJ
" " Princeton Bank & Trust Co. Director 70(f)
Morristown, NJ
C. A. Rein Bank of New York Director 70(a)
New York, NY
P. R. Roedel Meridian Bancorp, Inc. Director 70(a)
and Meridian Bank
Reading, PA
S. B. Wiley First Morris Bank Director
Morristown, NJ (Chairman) 70(c)
R. L. Wise U.S. Bancorp, Inc. Director 70(f)
Johnstown, PA
" " U.S. Bancorp Director 70(f)
Trust Company
Johnstown, PA
" " U.S. National Bank Director 70(f)
of Johnstown
Johnstown, PA
-22-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
Part III.
Information concerning the compensation and other related information for
the Officers and Directors of GPU, JCP&L, Met-Ed and Penelec is filed as
Exhibit F-1 to this Form U5S.
-23-
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Name of Company Account
Name of Beneficiary Purpose Charged Amount
Jersey Central Power & Light Company:
Salary and Expenses - Public
Affairs Activities (2) (3) $698,936
U.S. Council for Energy Awareness (1) (3) 282,526
Utility Solid Waste Activities (1) (4) 10,900
Utility Water Act Group (1) (4) 8,055
Edison Electric Institute (1) (3) 4,067
Edison Electric Institute - Media
Communication Fund (1) (4) 102,940
Edison Electric Institute -
Nevada Initiative (1) (3) 32,690
MWW Strategic Communications (2) (4) 10,000
O.C.E.A.N., Inc. (1) (3) 51,000
Norwescap, Inc. (1) (3) 34,000
SAVE McGuire Air Force Base (1) (3) 15,000
5 Beneficiaries (1) (3) & (4) 2,570
Metropolitan Edison Company:
Salary & Expenses - Public
Affairs Activities (2) (3) $304,384
U. S. Council for Energy Awareness (1) (3) 138,082
Utility Solid Waste Activities (1) (4) 10,900
Utility Water Act Group (1) (4) 3,659
Edison Electric Institute (1) (3) 3,083
Edison Electric Institute - Media
Communication Fund (1) (4) 66,098
Edison Electric Institute -
Nevada Initiative (1) (4) 15,015
Emergency Electric Funds (1) (3) 50,000
Project Good Neighbor (1) (3) 50,000
1 Beneficiary (1) (3) 4,088
Pennsylvania Electric Company:
Salary & Expenses - Public Affairs
Activities (2) (3) $522,024
U.S. Council for Energy Awareness (1) (3) 69,041
Utility Solid Waste Activities (1) (4) & (5) 10,900
Utility Water Act Group (1) (4) & (5) 4,411
Edison Electric Institute (1) (3) 3,569
Edison Electric Institute - Media
Communication Fund (1) (4) 74,280
Edison Electric Institute -
Nevada Initiative (1) (4) 18,968
Project Good Neighbor (1) (3) 100,000
2 Beneficiaries (1) (3) 5,299
Notes: (1) Contribution or membership fee.
(2) Public relations services.
(3) Income deduction.
(4) Operating expense.
(5) Other accounts receivable.
-24-
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Serving Receiving
Transaction Company Company Compensation
(In Thousands)
Charges incurred in
connection with the
Allenhurst Remittance Center JCP&L Met-Ed $ 311
" Penelec 361
Interchange of materials JCP&L Met-Ed 195
" Penelec 82
Engineering assistance provided
to Portland Generating Station JCP&L Met-Ed 69
Other services including training,
claim resolution, vehicle
repair, etc. JCP&L GPUN 30
" GPUSC 56
" Met-Ed 231
" Penelec 112
Total JCP&L $1,447
Cost incurred by Reprographics
Department for services provided Met-Ed GPUN $ 202
" GPUSC 201
" JCP&L 434
" Penelec 235
Costs associated with the
operation and maintenance of the
Mobil Generator Transformer Met-Ed JCP&L 188
" Penelec 31
Costs incurred for the operation
and maintenance of JCP&L owned
capacitors at TMI & Hosensack Met-Ed JCP&L 97
Expenses incurred for Werner
and Sayerville Stations Met-Ed JCP&L 29
Expenses incurred for storm
restoration and emergencies Met-Ed JCP&L 22
Costs incurred by Ken Gray
for temporary reassignment Met-Ed Penelec 133
Costs incurred for a Capacitor
Voltage transformer maintenance Met-Ed Penelec 36
Miscellaneous services provided
GPUN/TMI (includes remote
reporting) Met-Ed GPUN 511
Other Met-Ed GPUSC 58
" JCP&L 26
" Penelec 3
Total Met-Ed $2,206
-25-
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued)
Part I. (Continued)
Serving Receiving
Transaction Company Company Compensation
(In Thousands)
Costs associated with GPU System
consolidated Accounts Payable
Department Penelec GPUN $ 128
" GPUSC 47
" Met-Ed 90
Costs associated with GPU System
consolidated Fuels Department Penelec Met-Ed 9
" JCP&L 81
Costs associated with providing
specific, technical and general
engineering services Penelec Met-Ed 115
" JCP&L 319
R&D Costs Penelec Met-Ed 31
" JCP&L 31
Sale of transformers Penelec Met-Ed 126
Sale of Grove Crane,
Serial #71297 Penelec JCP&L 141
Other Penelec GPUN 15
" GPUSC 7
" Met-Ed 4
" JCP&L 9
Total Penelec $1,153
A mutual assistance agreement, approved by the Pennsylvania Public Utility
Commission by order dated December 15, 1993, between and among Met-Ed,
Penelec, JCP&L, GPUN and GPUSC covering various affiliate transactions in
goods and services remains in effect at year end.
Part II.
None.
Part III.
None.
-26-
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I.
None.
Part II.
None.
Part III.
None.
-27-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Page
Consolidating Financial Statements, Schedules and Notes
- Report of Independent Accountants. 30-31
- Consolidating Financial Statements of General Public 32-36
Utilities Corporation for 1993.
- Notes 1 through 10 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page 37),
in the General Public Utilities Corporation Annual
Report on Form 10-K for 1993 (Item 8).
- Notes 1 through 9 to Financial Statements
incorporated herein by reference, in Exhibit A (page 37),
in the Jersey Central Power & Light Company Annual
Report on Form 10-K for 1993 (Item 8).
- Notes 1 through 9 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page 37),
in the Metropolitan Edison Company Annual Report
on Form 10-K for 1993 (Item 8).
- Notes 1 through 9 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page 37),
in the Pennsylvania Electric Company Annual
Report on Form 10-K for 1993 (Item 8).
Exhibits (See Page 49)
- Consolidating Financial Statements of General Portfolios
Corporation for 1993.
- Financial Statements of Onondaga Cogeneration Limited
Partnership for 1993.
- Financial Statements of Prime Energy Limited
Partnership for 1993.
- Consolidating Financial Statements of OLS Power Limited
Partnership for 1993.
- Consolidating Financial Statements of Metropolitan
Edison Company for 1993.
- Consolidating Financial Statements of Pennsylvania
Electric Company for 1993.
-28-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits (See Page 49)
- Property, Plant and Equipment for the Year Ended
December 31, 1993 for the following companies:
Jersey Central Power & Light Company
Metropolitan Edison Company
York Haven Power Company
Pennsylvania Electric Company
- Accumulated Depreciation and Amortization of
Property, Plant and Equipment for the Year Ended
December 31, 1993 for the following companies:
Jersey Central Power & Light Company
Metropolitan Edison Company
York Haven Power Company
Pennsylvania Electric Company
-29-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
General Public Utilities Corporation
We have audited the consolidated balance sheet of General Public Utilities
Corporation and Subsidiary Companies as of December 31, 1993 and the related
consolidated statements of income, retained earnings, and cash flows for the
year then ended. Such consolidated financial statements are included in the
consolidating financial statements listed in Item 10 of this Form U5S. These
financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of General Public
Utilities Corporation and Subsidiary Companies as of December 31, 1993 and the
consolidated results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.
As more fully discussed in Note 1 to the consolidated financial statements,
the Corporation is unable to determine the ultimate consequences of certain
contingencies which have resulted from the accident at Unit 2 of the Three
Mile Island Nuclear Generating Station ("TMI-2"). The matters which remain
uncertain are (a) the extent to which the retirement costs of TMI-2 could
exceed amounts currently recognized for ratemaking purposes or otherwise
accrued, and (b) the excess, if any, of amounts which might be paid in
connection with claims for damages resulting from the accident over available
insurance proceeds.
-30-
<PAGE>
As discussed in Notes 6 and 8 to the consolidated financial statements, the
Corporation was required to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes", and the provisions of SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" in
1993.
Our audit was conducted for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The supplementary
consolidating information and the financial statement exhibits of the
individual companies listed in Item 10 of this U5S are presented for purposes
of additional analysis rather than to present the financial position, results
of operations, and cash flows of the individual companies, and are not a
required part of the consolidated financial statements. The supplementary
consolidating information and the financial statement exhibits have been
subjected to the auditing procedures applied in the audit of the consolidated
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the consolidated financial statements taken as a
whole.
COOPERS & LYBRAND
New York, New York
February 2, 1994
-31-
<PAGE>
<TABLE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1993
(In Thousands)
<CAPTION>
The Corp. and General
Subsidiary Eliminations Public General GPU
Companies and Utilities Portfolios Service
ASSETS Consolidated Adjustments Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C>
Utility Plant:
In service, at original cost $ 8,441,335 $ $ $ $ 68,402
Less, accumulated depreciation 2,929,278 18,227
Net utility plant in service 5,512,057 50,175
Construction work in progress 267,381
Other, net 214,178 9,677
Net utility plant 5,993,616 59,852
Common Stock of Subsidiaries 2,693,641(A) 2,693,641
Current Assets:
Cash and temporary cash investments 25,843 68 5,781 76
Special deposits 11,868 85
Accounts receivable:
Customers, net 253,186
Other 55,037 60,684(B,C,D) 337 2,538 4,150
Unbilled revenues 113,960
Materials & supplies:
Construction and maintenance 187,606
Fuel 51,676
Deferred income taxes 34,219 35
Prepayments 79,490 (10,182)(C) 5 32 1,548
Total current assets 812,885 50,502 410 8,386 5,859
Deferred Debits and Other Assets:
Three Mile Island Unit 2 deferred costs 339,672
Unamortized property losses 113,566
Deferred income taxes 275,257 1,114 11,813
Income taxes recoverable through future
rates 554,590
Decommissioning funds 219,178
Other 559,943 3,422 34,330 8,045
Total deferred debits and other assets 2,062,206 3,422 35,444 19,858
Total Assets $ 8,868,707 $ 2,744,143 $ 2,697,473 $ 43,830 $ 85,569
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial statements
of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31,
1993, are an integral part of the consolidating financial statements.
-32A-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1993
(In Thousands)
<CAPTION>
GPU Jersey Central Metropolitan Pennsylvania
Nuclear Power & Light Edison Electric
ASSETS Corporation Company Company Company
<S> <C> <C> <C> <C>
Utility Plant:
In service, at original cost $ 37 $ 3,938,700 $ 2,004,639 $ 2,429,557
Less, accumulated depreciation 1,380,540 643,230 887,281
Net utility plant in service 37 2,558,160 1,361,409 1,542,276
Construction work in progress 102,178 83,783 81,420
Other, net 116,751 52,136 35,614
Net utility plant 37 2,777,089 1,497,328 1,659,310
Common Stock of Subsidiaries
Current Assets:
Cash and temporary cash investments 57 17,301 938 1,622
Special deposits 604 7,124 1,433 2,622
Accounts receivable:
Customers, net 133,407 54,866 64,913
Other 48,135 31,912 18,825 9,824
Unbilled revenues 57,943 27,075 28,942
Materials & supplies:
Construction and maintenance 102,659 37,953 46,994
Fuel 11,886 19,200 20,590
Deferred income taxes 28,650 12,241 (6,707)
Prepayments 423 58,057 2,613 6,630
Total current assets 49,219 448,939 175,144 175,430
Deferred Debits and Other Assets:
Three Mile Island Unit 2 deferred costs 146,284 128,750 64,638
Unamortized property losses 109,478 2,576 1,512
Deferred income taxes 17,455 110,794 69,504 64,577
Income taxes recoverable through future
rates 121,509 199,055 234,026
Decommissioning funds 139,279 55,242 24,657
Other 773 415,783 44,944 52,646
Total deferred debits and other assets 18,228 1,043,127 500,071 442,056
Total Assets $ 67,484 $ 4,269,155 $ 2,172,543 $ 2,276,796
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial
statements of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for
the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-32B-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1993
(In Thousands)
<CAPTION>
The Corp. and General
Subsidiary Eliminations Public General GPU
Companies and Utilities Portfolios Service
LIABILITIES & CAPITAL Consolidated Adjustments Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C>
Capitalization:
Common stock $ 314,458 $ 325,998(A) $ 314,458 $ 100 $ 50
Capital surplus 667,683 1,097,918(A,E) 667,683 51,517
Retained earnings 1,813,490 1,269,679(A) 1,815,740 (12,482) (2,250)
Total 2,795,631 2,693,595 2,797,881 39,135 (2,200)
Less: reacquired common stock 185,258 185,258
Total common stockholders' equity 2,610,373 2,693,595 2,612,623 39,135 (2,200)
Cumulative preferred stock:
With mandatory redemption 150,000
Without mandatory redemption 158,242
Long-term debt 2,320,384 33,900
Total capitalization 5,238,999 2,693,595 2,612,623 39,135 31,700
Current Liabilities:
Debt due within one year 133,232 3,200
Notes payable 216,056 32,100
Obligations under capital leases 161,744 4,625
Accounts payable 300,181 53,869(B,D) 301 923 7,590
Taxes accrued 140,132 (3,367)(C) 5 148 (101)
Deferred energy credits 20,787
Interest accrued 73,368 104 833
Other 174,609 51,491 364 15,502
Total current liabilities 1,220,109 50,502 84,001 1,435 31,649
Deferred Credits and Other Liabilities:
Deferred income taxes 1,389,241 796 7,057
Unamortized investment tax credits 170,108
TMI-2 future costs 319,867
Other 530,383 46(E) 849 2,464 15,163
Total deferred credits and other
liabilities 2,409,599 46 849 3,260 22,220
Total Liabilities & Capital $ 8,868,707 $ 2,744,143 $ 2,697,473 $ 43,830 $ 85,569
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial
statements of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for
the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-33A-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1993
(In Thousands)
<CAPTION>
GPU Jersey Central Metropolitan Pennsylvania
Nuclear Power & Light Edison Electric
LIABILITIES & CAPITAL Corporation Company Company Company
<S> <C> <C> <C> <C>
Capitalization:
Common stock $ 50 $ 153,713 $ 66,273 $ 105,812
Capital surplus 435,715 345,200 265,486
Retained earnings 724,194 229,677 328,290
Total 50 1,313,622 641,150 699,588
Less: reacquired common stock
Total common stockholders' equity 50 1,313,622 641,150 699,588
Cumulative preferred stock:
With mandatory redemption 150,000
Without mandatory redemption 37,741 58,659 61,842
Long-term debt 1,215,674 546,319 524,491
Total capitalization 50 2,717,037 1,246,128 1,285,921
Current Liabilities:
Debt due within one year 60,008 16 70,008
Notes payable 81,600 102,356
Obligations under capital leases 89,631 44,155 23,333
Accounts payable 42,213 130,047 81,697 91,279
Taxes accrued (1,311) 119,337 6,709 11,978
Deferred energy credits 23,633 14,201 (17,047)
Interest accrued 428 33,804 22,830 15,369
Other 16,759 50,950 21,573 17,970
Total current liabilities 58,089 507,410 272,781 315,246
Deferred Credits and Other Liabilities:
Deferred income taxes 473 569,966 355,873 455,076
Unamortized investment tax credits 79,902 38,431 51,775
TMI-2 future costs 79,967 159,933 79,967
Other 8,872 314,873 99,397 88,811
Total deferred credits and other
liabilities 9,345 1,044,708 653,634 675,629
Total Liabilities & Capital $ 67,484 $ 4,269,155 $ 2,172,543 $ 2,276,796
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to
the financial statements of JCP&L, which are incorporated by reference from the respective
annual reports on Form 10-K for the year ended December 31, 1993, are an integral part of the
consolidating financial statements.
-33B-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Statement of Income
For the Twelve Months Ended December 31, 1993
(In Thousands)
<CAPTION>
The Corp. and General
Subsidiary Eliminations Public General GPU
Companies and Utilities Portfolios Service
Consolidated Adjustments Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C>
Operating Revenues $ 3,596,090 $ 52,867(B,C, $ $ 3,281 $
D,H)
Equity in Earnings of Subsidiaries 300,677(A,H) 301,591 (914)
Services Rendered at Cost to
Affiliated Companies 540,446(E,F) 118,639
Operating Expenses:
Fuel 363,643
Power purchased and interchanged:
Affiliates 42,585(C,D)
Others 897,185 460(C,D)
Deferral of energy costs, net (6,598)
Other operation and maintenance 909,786 533,160(B,D,E, 4,125 4,267 107,370
F,H)
Depreciation and amortization 359,898 2,980(E,H) 136 2,844
Taxes, other than income taxes 344,221 16,000(E,F) 6,246
Total operating expenses 2,868,135 595,185 4,125 4,403 116,460
Operating income before income taxes 727,955 298,805 297,466 (2,036) 2,179
Income taxes 200,179 (4,835)(E,F,G) 297 (1,405)
Operating Income 527,776 303,640 297,466 (2,333) 3,584
Other Income and Deductions:
Allowance for other funds used
during construction 4,831
Other income, net (7,579) 1,862(E,F) 44 738 254
Income taxes 2,756 297(G)
Total other income and deductions 8 2,159 44 738 254
Income Before Interest Charges and
Preferred Dividends 527,784 305,799 297,510 (1,595) 3,838
Interest Charges and Preferred Dividends:
Interest on long-term debt 187,847 3,295(E) 3,295
Other interest 20,612 913(E,F,H) 1,837 4 543
Allowance for borrowed funds used during
construction (5,105)
Preferred stock dividends of subsidiaries 28,757 (28,757)(A)
Total interest charges and
preferred dividends 232,111 (24,549) 1,837 4 3,838
Net Income $ 295,673 $ 330,348 $ 295,673 $ (1,599) $ -
Earnings Per Average Share $ 2.65
Average Common Shares Outstanding 111,779
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial statements
of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31,
1993, are an integral part of the consolidating financial statements.
-34A-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Statement of Income
For the Twelve Months Ended December 31, 1993
(In Thousands)
<CAPTION>
GPU Jersey Central Metropolitan Pennsylvania
Nuclear Power & Light Edison Electric
Corporation Company Company Company
<S> <C> <C> <C> <C>
Operating Revenues $ $ 1,935,909 $ 801,487 $ 908,280
Equity in Earnings of Subsidiaries
Services Rendered at Cost to
Affiliated Companies 421,807
Operating Expenses:
Fuel 98,683 82,037 182,923
Power purchased and interchanged:
Affiliates 23,681 15,298 3,606
Others 578,131 187,723 131,791
Deferral of energy costs, net 28,726 (12,179) (23,145)
Other operation and maintenance 414,982 460,128 210,822 241,252
Depreciation and amortization 182,945 86,490 90,463
Taxes, other than income taxes 9,754 228,690 53,834 61,697
Total operating expenses 424,736 1,600,984 624,025 688,587
Operating income before income taxes (2,929) 334,925 177,462 219,693
Income taxes (3,727) 77,995 49,528 72,656
Operating Income 798 256,930 127,934 147,037
Other Income and Deductions:
Allowance for other funds used
during construction 2,471 1,491 869
Other income, net (432) 6,281 (5,581) (7,021)
Income taxes (2,847) 2,480 3,420
Total other income and deductions (432) 5,905 (1,610) (2,732)
Income Before Interest Charges and
Preferred Dividends 366 262,835 126,324 144,305
Interest Charges and Preferred Dividends:
Interest on long-term debt 100,246 42,887 44,714
Other interest 366 6,530 6,990 5,255
Allowance for borrowed funds used during
construction (2,285) (1,428) (1,392)
Preferred stock dividends of subsidiaries
Total interest charges and
preferred dividends 366 104,491 48,449 48,577
Net Income $ - $ 158,344 $ 77,875 $ 95,728
Earnings Per Average Share
Average Common Shares Outstanding
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the
financial statements of JCP&L, which are incorporated by reference from the respective annual reports on
Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-34B-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Statement of Retained Earnings
For the Twelve Months Ended December 31, 1993
(In Thousands)
<CAPTION>
The Corp. and General
Subsidiary Eliminations Public General GPU
Companies and Utilities Portfolios Service
Consolidated Adjustments Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 1,716,196 $ 1,095,067(A) $ 1,716,196 $ (10,883) $
Add - Net income 295,673 330,348(A) 295,673 (1,599)
Deduct - Cash dividends declared
on common stock 189,150 189,150
Cash dividends declared
on common stock of
subsidiary companies 120,000(A)
Cash dividends declared on
cumulative preferred stock 28,757(A)
Other adjustments 9,229 6,979(A) 6,979 2,250
Balance at end of period $ 1,813,490 $ 1,269,679 $ 1,815,740 $ (12,482) $ (2,250)
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial statements
of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31,
1993, are an integral part of the consolidating financial statements.
-35A-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Statement of Retained Earnings
For the Twelve Months Ended December 31, 1993
(In Thousands)
<CAPTION>
GPU Jersey Central Metropolitan Pennsylvania
Nuclear Power & Light Edison Electric
Corporation Company Company Company
<S> <C> <C> <C> <C>
Balance at beginning of period $ $ 644,899 $ 182,569 $ 278,482
Add - Net income 158,344 77,875 95,728
Deduct - Cash dividends declared
on common stock
Cash dividends declared
on common stock of
subsidiary companies 60,000 20,000 40,000
Cash dividends declared on
cumulative preferred stock 16,810 6,960 4,987
Other adjustments 2,239 3,807 933
Balance at end of period $ - $ 724,194 $ 229,677 $ 328,290
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial
statements of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for
the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-35B-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 1993
(In Thousands)
<CAPTION>
The Corp. and General
Subsidiary Eliminations Public General GPU
Companies and Utilities Portfolios Service
Consolidated Adjustments Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C>
Operating Activities:
Income before preferred dividends of subsidiaries $ 324,430 $ 301,591 $ 295,673 $ (1,599)
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries (301,591) (301,591)
Depreciation and amortization 362,536 159 $ 2,853
Amortization of property under capital leases 62,816 6,397
Nuclear outage maintenance costs, net (5,266)
Deferred income taxes and investment tax credits, net 63,334 (10) (623)
Deferred energy costs, net (5,971)
Accretion income (16,786)
Allowance for other funds used during construction (4,831)
Changes in working capital:
Receivables (32,221) (4,074) (1,146) 106
Materials and supplies 20,278
Special deposits and prepayments (38,571) 12,357 26 (385)
Payables and accrued liabilities (101,231) (8,283) 489 (34) 1,695
Due to/from affiliates (652) 142 3,141
Other, net (32,465) 1,749 1,266 233
Net cash provided (required) by operating activities 596,052 (4,332) (1,196) 13,417
Investing Activities:
Cash construction expenditures (495,517) (2,694)
Contributions to decommissioning trust (84,546)
Other, net (6,604) (484) (11,326) (1,088)
Net cash used for investing activities (586,667) (484) (11,326) (3,782)
Financing Activities:
Issuance of long-term debt 947,485 11,495
Increase (Decrease) in notes payable, net 114,705 (3,600)
Retirement of long-term debt (752,250) (14,700)
Capital lease principal payments (56,424) (6,397)
Issuance of common stock 132,500 132,500
Redemption of preferred stock of subsidiaries (163,734)
Dividends paid on common stock (184,616) (184,616)
Dividends paid on preferred stock of subsidiaries (31,598)
Dividends paid on common stock - Internal 120,000
Capital stock paid-in capital (59,400) 9,400
Net cash provided (required) by financing
activities 6,068 4,884 9,400 (9,602)
Net increase (decrease) in cash and temporary
cash investments from above activities 15,453 68 (3,122) 33
Cash and temporary cash investments,
beginning of year 10,390 8,903 43
Cash and temporary cash investments, end of year $ 25,843 $ $ 68 $ 5,781 $ 76
Supplemental Disclosure:
Interest paid (net of amount capitalized) $ 222,891 $ 1,640 $ 3,706
Income taxes paid $ 157,226 $ 857 $ 2,041
New capital lease obligations incurred $ 57,609 $ 593
Common stock dividends declared but not paid $ 48,861 $ 48,861
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial statements
of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for the year ended December 31,
1993, are an integral part of the consolidating financial statements.
-36A-
<PAGE>
General Public Utilities Corporation and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 1993
(In Thousands)
<CAPTION>
GPU Jersey Central Metropolitan Pennsylvania
Nuclear Power & Light Edison Electric
Corporation Company Company Company
<S> <C> <C> <C> <C>
Operating Activities:
Income before preferred dividends of subsidiaries $ 158,344 $ 77,875 $ 95,728
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries
Depreciation and amortization 199,201 77,372 82,951
Amortization of property under capital leases 34,333 13,903 8,183
Nuclear outage maintenance costs, net 1,323 (4,394) (2,195)
Deferred income taxes and investment tax credits, net $ (6,155) 39,139 12,371 18,612
Deferred energy costs, net 29,305 (12,179) (23,097)
Accretion income (14,500) (1,486) (800)
Allowance for other funds used during construction (2,471) (1,491) (869)
Changes in working capital:
Receivables 2,437 (25,579) (4,219) (7,894)
Materials and supplies 10,218 (3,604) 13,664
Special deposits and prepayments (8) (24,672) 602 (1,777)
Payables and accrued liabilities (19,930) (94,534) (2,880) 5,680
Due to/from affiliates 20,647 (16,527) (2,427) (4,324)
Other, net 6,137 (26,938) (9,114) (5,798)
Net cash provided (required) by operating activities 3,128 266,642 140,329 178,064
Investing Activities:
Cash construction expenditures (3,132) (197,059) (142,380) (150,252)
Contributions to decommissioning trust (18,896) (46,239) (19,411)
Other, net (7,695) 8,183 5,806
Net cash used for investing activities (3,132) (223,650) (180,436) (163,857)
Financing Activities:
Issuance of long-term debt 548,600 268,170 119,220
Increase (Decrease) in notes payable, net (5,700) 69,800 54,205
Retirement of long-term debt (408,527) (221,015) (108,008)
Capital lease principal payments (30,011) (12,524) (7,492)
Issuance of common stock
Redemption of preferred stock of subsidiaries (52,375) (85,346) (26,013)
Dividends paid on common stock
Dividends paid on preferred stock of subsidiaries (17,818) (8,624) (5,156)
Dividends paid on common stock - Internal (60,000) (20,000) (40,000)
Capital stock paid-in capital 50,000
Net cash provided (required) by financing
activities (25,831) 40,461 (13,244)
Net increase (decrease) in cash and temporary
cash investments from above activities (4) 17,161 354 963
Cash and temporary cash investments,
beginning of year 61 140 584 659
Cash and temporary cash investments, end of year $ 57 $ 17,301 $ 938 $ 1,622
Supplemental Disclosure:
Interest paid (net of amount capitalized) $ 366 $ 129,868 $ 41,372 $ 45,939
Income taxes paid $ 3,619 $ 42,605 $ 55,539 $ 52,565
New capital lease obligations incurred $ 18,919 $ 24,780 $ 13,317
Common stock dividends declared but not paid
<FN>
The notes to the consolidated financial statements of GPU, Met-Ed and Penelec and the notes to the financial
statements of JCP&L, which are incorporated by reference from the respective annual reports on Form 10-K for
the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-36B-
</TABLE>
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
A. Annual Reports
The following documents are incorporated by reference:
A-1 General Public Utilities Corporation - Annual Report on Form 10-K for
1993 (File No. 1-6047)
A-2 Jersey Central Power & Light Company - Annual Report on Form 10-K for
1993 (File No. 1-3141)
A-3 Metropolitan Edison Company - Annual Report on Form 10-K for 1993
(File No. 1-446)
A-4 Pennsylvania Electric Company - Annual Report on Form 10-K for 1993
(File No. 1-3522)
B. Certificates of Incorporation, Articles of Incorporation and By-Laws
B-1 Articles of Incorporation of GPU - incorporated by reference to
Exhibit 3-A of the Annual Report on Form 10-K for 1989, File No.
1-6047.
B-2 Articles of Incorporation of GPUSC - incorporated by reference to
Exhibit A-1 to Form U-1, File No. 70-4990.
B-3 Certificate of Incorporation of GPUN - incorporated by reference to
Exhibit A-1 to Form U-1, File No. 70-6443.
B-4 Certificate of Incorporation of GPC dated October 31, 1988 -
incorporated by reference to Exhibit A-3, Certificate Pursuant to
Rule 24, File No. 70-7525.
B-5 Amended and Restated Certificate of Incorporation of EI -
incorporated by reference to Exhibit B-5 to GPU's Annual Report on
Form U5S for the year 1990, File No. 30-126.
B-6 Certificate of Incorporation of Elmwood Energy Corporation -
incorporated by reference to Exhibit B-11 to GPU's Annual Report on
Form U5S for the year 1988, File No. 30-126.
B-7 Certificate of Incorporation of Camchino Energy Corporation -
incorporated by reference to Exhibit B-7 to GPU's Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-8 Certificate of Incorporation of OLS Acquisition Corporation -
incorporated by reference to Exhibit B-8 to GPU's Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-9 Articles of Incorporation of OLS Energy - Berkeley - incorporated by
reference to Exhibit B-9 to GPU's Annual Report on Form U5S for the
year 1989, File No. 30-126.
B-10 Articles of Incorporation of OLS Energy - Camarillo - incorporated by
reference to Exhibit B-10 to GPU's Annual Report on Form U5S for the
year 1989, File No. 30-126.
-37-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
B-11 Articles of Incorporation of OLS Energy - Chino - incorporated by
reference to Exhibit B-11 to GPU's Annual Report on Form U5S for the
year 1989, File No. 30-126.
B-12 Certificate of Incorporation of Bermuda Hundred Energy, Inc. -
incorporated by reference to Exhibit B-12 to GPU's Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-12-1 Certificate of Amendment to Certificate of Incorporation of Bermuda
Hundred Energy, Inc. - incorporated by reference to Exhibit B-12-1 to
GPU's Annual Report on Form U5S for the year 1992, File No. 30-126.
B-13 Certificate of Incorporation of Armstrong Energy Corporation -
incorporated by reference to Exhibit B-14 to GPU's Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-14 Certificate of Amendment to the Certificate of Incorporation of
Bermuda Hundred Energy, Inc. to change the name of the corporation to
Hanover Energy Corp.
B-15 Certificate of Incorporation of Geddes Cogeneration Corporation -
incorporated by reference to Exhibit B-16 to GPU's Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-16 Articles of Incorporation of Saxton - incorporated by reference to
Exhibit B-12 to GPU's Annual Report on Form U5S for the year 1988,
file No. 30-126.
B-17 Certificate of Incorporation of EI Fuels Corporation.
B-18 Restated Certificate of Incorporation of JCP&L as amended to date -
incorporated by reference to Exhibit 3-A of the Annual Report on Form
10-K for 1993, File No. 1-3141.
B-19 Restated Articles of Incorporation of Met-Ed - incorporated by
reference to Exhibit B-18 to GPU's Annual Report on Form U5S for the
year 1991, File No. 30-126.
B-20 Articles of Incorporation of York Haven Power Company - incorporated
by reference to Exhibit B-15 to GPU's Annual Report on Form U5S for
the year 1988, File No. 30-126.
B-21 Restated Articles of Incorporation of Penelec - incorporated by
reference to Exhibit 3-A on Form 10-K for 1991, File No. 1-3522.
B-22 Articles of Incorporation of Nineveh Water Company (formerly Penelec
Water Company) - incorporated by reference to Exhibit B-36 to GPU's
Annual Report on Form U5S for the year 1988, File No. 30-126.
B-23 Amended By-Laws of GPU - incorporated by reference to Exhibit 3-A of
the Annual Report on Form 10-K for 1990, File No. 1-6047.
B-24 Amended By-Laws of GPUSC - incorporated by reference to Exhibit B-22
to GPU's Annual Report on Form U5S for the year 1992, File No. 30-
126.
-38-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
B-25 Amended By-Laws of GPUN - incorporated by reference to Exhibit 3-A of
the Annual Report on Form 10K for 1993, File No. 1-6047.
B-26 Amended By-Laws of GPC - incorporated by reference to Exhibit B-24 to
GPU's Annual Report on Form U5S for the year 1992, File No. 30-126.
B-27 Amended By-Laws of EI.
B-28 Amended By-Laws of Elmwood Energy Corporation - incorporated by
reference to Exhibit B-26 to GPU's Annual Report on Form U5S for the
year 1992, File No. 30-126.
B-29 By-Laws of Camchino Energy Corporation - incorporated by reference to
Exhibit B-53 to GPU's Annual Report on Form U5S for the year 1989,
File No. 30-126.
B-30 By-Laws of OLS Acquisition Corporation - incorporated by reference to
Exhibit B-54 to GPU's Annual Report on Form U5S for the year 1989,
File No. 30-126.
B-31 By-Laws of OLS Energy - Berkeley - incorporated by reference to
Exhibit B-55 to GPU's Annual Report on Form U5S for the year 1989,
File No. 30-126.
B-32 By-Laws of OLS Energy - Camarillo - incorporated by reference to
Exhibit B-56 to GPU's Annual Report on Form U5S for the year 1989,
File No. 30-126.
B-33 By-Laws of OLS Energy - Chino - incorporated by reference to Exhibit
B-57 to GPU's Annual Report on Form U5S for the year 1989, File No.
30-126.
B-34 Amended By-Laws of Hanover Energy Corp. (formerly Bermuda Hundred
Energy, Inc.) - incorporated by reference to Exhibit B-32 to GPU's
Annual Report on Form U5S for the year 1992, File No. 30-126.
B-35 Amended By-Laws of Armstrong Energy Corporation - incorporated by
reference to Exhibit B-33 to GPU's Annual Report on Form U5S for the
year 1992, File No. 30-126.
B-36 Amended By-Laws of Geddes Cogeneration Corporation - incorporated by
reference to Exhibit B-34 to GPU's Annual Report on Form U5S for the
year 1992, File No. 30-126.
B-37 By-Laws of EI Fuels Corporation.
B-38 Amended By-Laws of Saxton dated March 30, 1984 - incorporated by
reference to Exhibit A-1(e) of Form U-1, File No. 70-7398.
B-39 Amendment to Section 37 of the By-Laws of Saxton - incorporated by
reference to Exhibit A-2(b), Certificate Pursuant to Rule 24, File
No. 70-7398.
B-40 Amended By-Laws of JCP&L - incorporated by reference to Exhibit 3-B
of the Annual Report on Form 10-K for 1993, File No. 1-3141.
-39-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
B-41 Amended By-Laws of Met-Ed - incorporated by reference to Exhibit 3-A
of the Annual Report on Form 10-K for 1990, File No. 1-446.
B-42 Amended By-Laws of York Haven Power Company dated January 1, 1985 -
incorporated by reference to Exhibit A-1(d) of Form U-1, File
No. 70-7398.
B-43 Amendment to Section 29 of the By-Laws of York Haven Power Company -
incorporated by reference to Exhibit A-2(a), Certificate Pursuant to
Rule 24, File No. 70-7398.
B-44 Amended By-Laws of Penelec dated January 24, 1992 - incorporated by
reference to Exhibit 3-B on Form 10-K for 1991, File No. 1-3522.
B-45 By-Laws of Nineveh Water Co. dated May 22, 1920 - incorporated by
reference to Exhibit A-1(c) of Form U-1, File No. 70-7398.
B-46 Amendment to Article V, Section 6 of the By-Laws of Nineveh Water Co.
- incorporated by reference to Exhibit A-1 (c), Certificate Pursuant
to Rule 24, File No. 70-7398.
C. Instruments defining the rights of security holders, including
indentures
JCP&L
C-1 Indenture, dated as of March 1, 1946, between JCP&L and I.B.J.
Schroder Bank & Trust Company, Successor Trustee, as amended and
supplemented by eight supplemental indentures - incorporated by
reference to JCP&L's Instruments of Indebtedness Nos. 1 to 7,
inclusive, and 9 and 10 filed as part of Amendment No. 1 to GPU's
Annual Report on Form U5S for the year 1959, File Nos. 30-126 and
1-3292.
C-2 Twenty-six Supplemental Indentures - incorporated by reference to
Exhibit 2-C, Registration No. 2-20732,
Exhibit 2-C, Registration No. 2-21645,
Exhibit 5-A-3, Registration No. 2-59785,
Exhibit 5-A-4, Registration No. 2-59785,
Exhibit 4-C, Registration No. 2-25124,
Exhibit 5-A-6, Registration No. 2-59785,
Exhibit 5-A-7, Registration No. 2-59785,
Exhibit 5-A-8, Registration No. 2-59785,
Exhibit 5-A-9, Registration No. 2-59785,
Exhibit 5-A-10, Registration No. 2-59785,
Exhibit 5-A-11, Registration No. 2-59785,
Exhibit 5-A-12, Registration No. 2-59785,
Exhibit 5-A-13, Registration No. 2-59785,
Exhibit 5-A-14, Registration No. 2-59785,
Exhibit 5-A-15, Registration No. 2-59785,
Exhibit 5-A-16, Registration No. 2-59785,
Exhibit 5-A-17, Registration No. 2-59785,
Exhibit 5-A-18, Registration No. 2-59785,
Exhibit 5-A-19, Registration No. 2-59785,
Exhibit 5-A-20, Registration No. 2-59785,
-40-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
JCP&L
C-2 Twenty-six Supplemental Indentures - incorporated by reference to
(Cont'd) Exhibit 5-A-21, Registration No. 2-59785,
Exhibit 5-A-22, Registration No. 2-59785,
Exhibit 5-A-23, Registration No. 2-59785,
Exhibit 5-A-24, Registration No. 2-59785, and
Exhibit 5-A-25, Registration No. 2-60438, respectively.
C-3 Thirty-third Supplemental Indenture, dated as of January 1, 1979 -
incorporated by reference to Exhibit A-20(b), Certificate Pursuant
to Rule 24, File No. 70-6242.
C-4 Thirty-fourth Supplemental Indenture, dated as of June l, 1979 -
incorporated by reference to Exhibit A-28, Certificate Pursuant to
Rule 24, File No. 70-6290.
C-5 Thirty-sixth Supplemental Indenture, dated as of October 1, 1979 -
incorporated by reference to Exhibit A-30, Certificate Pursuant to
Rule 24, File No. 70-6354.
C-6 Thirty-seventh Supplemental Indenture, dated as of September 1, 1984
- incorporated by reference to Exhibit A-1(cc), Certificate Pursuant
to Rule 24, File No. 70-7001.
C-7 Thirty-eighth Supplemental Indenture, dated as of July 1, 1985 -
incorporated by reference to Exhibit A-1(dd), Certificate Pursuant
to Rule 24, File No. 70-7109.
C-8 Thirty-ninth Supplemental Indenture, dated as of April 1, 1988 -
incorporated by reference to Exhibit A-1(a), Certificate Pursuant to
Rule 24, File No. 70-7263.
C-9 Fortieth Supplemental Indenture, dated as of June 14, 1988 -
incorporated by reference to Exhibit A-1(ff), Certificate Pursuant
to Rule 24, File No. 70-7603.
C-10 Forty-first Supplemental Indenture, dated as of April 1, 1989 -
incorporated by reference to Exhibit A-1(gg), Certificate Pursuant
to Rule 24, File No. 70-7603.
C-11 Forty-second Supplemental Indenture First Mortgage Bonds, Designated
Secured Medium-Term Notes, Series A, dated as of July 1, 1989 -
incorporated by reference to Exhibit A-1(hh), Certificate Pursuant
to Rule 24, File No. 70-7603.
C-12 Forty-third Supplemental Indenture First Mortgage Bonds, Designated
Secured Medium-Term Notes, Series B, dated as of March 1, 1991 -
incorporated by reference to Exhibit 4-A-35, Registration
No. 33-45314.
C-13 Forty-fourth Supplemental Indenture First Mortgage Bonds, Designated
Secured Medium-Term Notes, Series C, dated as of March 1, 1992 -
incorporated by reference to Exhibit 4-A-36, Registration No.
33-49405.
-41-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
JCP&L
C-14 Forty-fifth Supplemental Indenture, dated as of October 1, 1992 -
incorporated by reference to Exhibit 4-A-37, Registration No.
33-49405.
C-15 Forty-sixth Supplemental Indenture First Mortgage Bonds, Designated
Secured Medium-Term Notes, Series D, dated as of April 1, 1993 -
incorporated by reference to Exhibit C-15 to GPU's Annual Report on
Form U5S for the year 1992, File No. 30-126.
C-16 Forty-seventh Supplemental Indenture, dated as of April 10, 1993 -
incorporated by reference to Exhibit C-16 to GPU's Annual Report on
Form U5S for the year 1992, File No. 30-126.
C-17 Forty-eighth Supplemental Indenture, dated as of April 15, 1993 -
incorporated by reference to Exhibit C-17 to GPU's Annual Report on
Form U5S for the year 1992, File No. 30-126.
C-18 Forty-ninth Supplemental Indenture, dated as of October 1, 1993.
C-19 Trust Indenture between the New Jersey Economic Development
Authority and the Trustee, dated as of July 1, 1985, relating to
JCP&L's 1985 Series Bonds - incorporated by reference to Exhibit
B-1, Certificate Pursuant to Rule 24, File No. 70-7109.
C-20 Nuclear Material Lease Agreement, dated as of August 1, 1991,
between Oyster Creek Fuel Corporation and JCP&L - incorporated by
reference to Exhibit B-2(b) Certificate Pursuant to Rule 24, File
No. 70-7862.
C-21 Nuclear Material Lease Agreement, dated as of August 1, 1991,
between TMI-1 Fuel Corporation and JCP&L - incorporated by reference
to Exhibit B-2(c) Certificate Pursuant to Rule 24, File No. 70-7862.
C-22 Letter Agreements, dated as of August 1, 1991, from JCP&L relating
to the Oyster Creek and the TMI-1 Leases - incorporated by reference
to Exhibit B-2(f) Certificate Pursuant to Rule 24, File No. 70-7862.
C-23 Trust Agreement, dated as of August 1, 1991, between United States
Trust Company of New York, as Owner Trustee, Lord Fuel Corp., as
Trustor and Beneficiary, and JCP&L and its affiliates - incorporated
by reference to Exhibit B-4 Certificate Pursuant to Rule 24, File
No. 70-7862.
Met-Ed
C-24 Indenture of Met-Ed, dated November 1, 1944 with Morgan Guaranty
Trust Company, Successor Trustee, as amended and supplemented by
fourteen supplemental indentures - incorporated by reference to
Met-Ed's Instruments of Indebtedness Nos. 1 to 14, inclusive, and
16, filed as part of Amendment No. l to GPU's Annual Report on Form
U5S for the year 1959.
-42-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Met-Ed
C-25 Fourteen Supplemental Indentures to Mortgage and Deed of Trust -
incorporated by reference to Exhibits 2-E(1) through 2-E(3), 2-E(6)
through 2-E(13), and 2-E(15) through 2-E(17), Registration No.
2-59678.
C-26 Supplemental Indenture, dated May 1, 1960 - incorporated by reference
to Exhibit 2-C, Registration No. 2-16192.
C-27 Supplemental Indenture, dated December 1, 1962 - incorporated by
reference to Exhibit A-2, Registration No. 2-20815.
C-28 Supplemental Indenture, dated July 1, 1965 - incorporated by reference
to Exhibit A-4(a), Registration No. 2-23614.
C-29 Supplemental Indenture, dated June 1, 1966 - incorporated by reference
to Exhibit 2-B-4, Registration No. 2-24883.
C-30 Supplemental Indenture, dated March 22, 1968 - incorporated by
reference to Exhibit 4-C-5, Registration No. 2-29644.
C-31 Supplemental Indenture, dated September 1, 1968 - incorporated by
reference to Exhibit A-7(a), Registration No. 2-29644.
C-32 Supplemental Indenture, dated August 1, 1969 - incorporated by
reference to Exhibit A-8(a), Registration No. 2-33403.
C-33 Supplemental Indenture, dated November 1, 1971 - incorporated by
reference to Exhibit A-8(a), Registration No. 2-41715.
C-34 Supplemental Indenture, dated May 1, 1972 - incorporated by reference
to Exhibit A-8(a), Registration No. 2-43285.
C-35 Supplemental Indenture, dated December 1, 1973 - incorporated by
reference to Exhibit A-11, Registration No. 2-49312.
C-36 Supplemental Indenture, dated October 30, 1974 - incorporated by
reference to Exhibit A-13(a), Certificate Pursuant to Rule 24, File
No. 70-5559.
C-37 Supplemental Indenture, dated October 31, 1974 - incorporated by
reference to Exhibit A-13(b), Certificate Pursuant to Rule 24, File
No. 70-5555.
C-38 Supplemental Indenture, dated March 20, 1975 - incorporated by
reference to Exhibit A-16(a), Registration No. 2-52818.
C-39 Supplemental Indenture, dated September 25, 1975 - incorporated by
reference to Exhibit A-17(a), Registration No. 2-54352.
C-40 Supplemental Indenture, dated January 12, 1976 - incorporated by
reference to Exhibit A-11(c), Certificate Pursuant to Rule 24, File
No. 70-5328.
C-41 Supplemental Indenture, dated March 1, 1976 - incorporated by
reference to Exhibit A-18(a), Registration No. 2-55350.
-43-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Met-Ed
C-42 Supplemental Indenture, dated September 28, 1977 - incorporated by
reference to Exhibit 2-E(18), Registration No. 2-62212.
C-43 Supplemental Indenture, dated January 1, 1978 - incorporated by
reference to Exhibit 2-E(19), Registration No. 2-62212.
C-44 Supplemental Indenture, dated September 1, 1978 - incorporated by
reference to Exhibit A-7(a), Certificate Pursuant to Rule 24, File
No. 70-6192.
C-45 Supplemental Indenture, dated as of June 1, 1979 - incorporated by
reference to Exhibit A-19, Declaration on Form U-1, File No.
70-6311.
C-46 Supplemental Indenture, dated January l, 1980 - incorporated by
reference to Exhibit A-21(a), Certificate Pursuant to Rule 24, File
No. 70-6311.
C-47 Supplemental Indenture, dated as of September 1, 1981 - incorporated
by reference to Exhibit A-23, Certificate Pursuant to Rule 24, File
No. 70-6311.
C-48 Supplemental Indenture, dated as of September 10, 1981 -
incorporated by reference to Exhibit A-25, Certificate Pursuant to
Rule 24, File No. 70-6311.
C-49 Supplemental Indenture, dated as of December 1, 1982 - incorporated
by reference to Exhibit A-14(a), Certificate Pursuant to Rule 24,
File No. 70-6807.
C-50 Supplemental Indenture, dated as of September 1, 1983 - incorporated
by reference to Exhibit A-18(a), Certificate Pursuant to Rule 24,
File No. 70-6087.
C-51 Supplemental Indenture dated September 1, 1984 - incorporated by
reference to Exhibit A-2(n), Certificate Pursuant to Rule 24,
File No. 70-7001.
C-52 Supplemental Indenture, dated as of March 1, 1985 - incorporated by
reference to Exhibit A-2(o), Certificate Pursuant to Rule 24, File
No. 70-7080.
C-53 Supplemental Indenture, dated September l, 1985 - incorporated by
reference to Exhibit A-1(p), Certificate Pursuant to Rule 24, File
No. 70-7120.
C-54 Supplemental Indenture, dated as of June 1, 1988 - incorporated by
reference to Exhibit A-1(q), Certificate Pursuant to Rule 24, File
No. 70-7742.
C-55 Supplemental Indenture, dated as of April 1, 1990 - incorporated by
reference to Exhibit A-1(r)(1), Certificate Pursuant to Rule 24,
File No. 70-7742.
-44-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Met-Ed
C-56 Amendment to Supplemental Indenture, dated as of May 22, 1990 -
incorporated by reference to Exhibit A-1(r)(2), Certificate Pursuant
to Rule 24, File No. 70-7742.
C-57 Supplemental Indenture, dated as of September 1, 1992 - incorporated
by reference to Exhibit C-70 to GPU's Annual Report on Form U5S for
the year 1992, File No. 30-126.
C-58 Supplemental Indenture, dated as of December 1, 1993.
C-59 Trust Indenture between the Northampton County Industrial
Development Authority and Hamilton Bank as Trustee, dated as of
September l, 1985, relating to Met-Ed's 1985 Series A Bonds -
incorporated by reference to Exhibit B-1, Certificate Pursuant to
Rule 24, File No. 70-7120.
C-60 Nuclear Material Lease Agreement, dated as of August 1, 1991,
between TMI-1 Fuel Corp. and Met-Ed - incorporated by reference to
Exhibit B-2(d) Certificate Pursuant to Rule 24, File No. 70-7862.
C-61 Letter Agreement, dated August 1, 1991, from Met-Ed relating to the
TMI-1 Lease - incorporated by reference to Exhibit B-2(f)
Certificate Pursuant to Rule 24, File No. 70-7862.
C-62 Trust Agreement, dated as of August 1, 1991, between United States
Trust Company of New York, as Owner Trustee, Lord Fuels Corp., as
Trustor and Beneficiary, and Met-Ed and its affiliates -
incorporated by reference to Exhibit B-4 Certificate Pursuant to
Rule 24, File No. 70-7862.
Penelec
C-63 Mortgage and Deed of Trust, dated as of January 1, 1942, between
Penelec and Bankers Trust Company, Trustee, and indentures
supplemental thereto executed and delivered prior to May l, 1961 -
Penelec's Instruments of Indebtedness Nos. 1 to 20, inclusive, filed
as part of Amendment No. 1 to GPU's Annual Report on Form U5S for
the year 1959 - incorporated by reference to Exhibit 2-D,
Registration No. 2-61502.
C-64 Supplemental Indentures to Mortgage and Deed of Trust - incorporated
by reference to Exhibits 2-D(1) to 2-D(19), Registration No.
2-61502.
C-65 Indenture dated as of June 1, 1961 between Penelec and U.S. Trust
Company, Successor Trustee - incorporated by reference to Exhibit
4-B, Registration No. 2-40959.
C-66 Supplemental Indenture to Mortgage and Deed of Trust, dated as of
June 1, 1978 - incorporated by reference to Exhibit A-3(a),
Certificate Pursuant to Rule 24, File No. 70-6156.
-45-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Penelec
C-67 Four Supplemental Indentures - incorporated by reference to Exhibit
No. 2-G(1), Exhibit No. 2-G(2), Exhibit No. 2-G(3) and Exhibit No.
2-G(4), Registration No. 2-61502.
C-68 Supplemental Indenture dated as of June l, 1979 - incorporated by
reference to Exhibit A-4, Certificate Pursuant to Rule 24, File
No. 70-6302.
C-69 Supplemental Indenture, dated as of September 1, 1984 - incorporated
by reference to Exhibit A-3(d), Certificate Pursuant to Rule 24,
File No. 70-7001.
C-70 Supplemental Indenture, dated as of December 1, 1985 - incorporated
by reference to Exhibit A-1(e), Certificate Pursuant to Rule 24,
File No. 70-7160.
C-71 Supplemental Indenture, dated as of December 1, 1990 - incorporated
by reference to Exhibit 4-A(8), Registration No. 33-45312.
C-72 Supplemental Indenture, dated as of March 1, 1992 - incorporated by
reference to Exhibit C-89 to GPU's Annual Report on Form U5S for the
year 1991, File No. 30-126.
C-73 Supplemental Indenture, dated as of June 1, 1993.
C-74 Trust Indenture between the Cambria County Industrial Development
Authority and Manufacturers Hanover Trust Company, the Trustee,
dated as of December 1, 1985, relating to Penelec's 1985 Series A
Bonds - incorporated by reference to Exhibit B-1, Certificate
Pursuant to Rule 24, File No. 70-7160.
C-75 Supplemental Indenture, dated as of December 1, 1986, relating to
Penelec's 6 1/2% Series B Bonds - incorporated by reference to
Exhibit A-1(f), Certificate Pursuant to Rule 24, File No. 70-7328.
C-76 First Supplemental Indenture, dated as of December 1, 1986, to Trust
Indenture between the Cambria County Industrial Development
Authority and Manufacturers Hanover Trust Company, the Trustee,
relating to Penelec's 1986 Series B Bonds - incorporated by
reference to Exhibit B-1, Certificate Pursuant to Rule 24, File No.
70-7328.
C-77 Supplemental Indenture, dated as of May 1, 1989 - incorporated by
reference to Exhibit A-1(gg), Certificate Pursuant to Rule 24, File
No. 70-7576.
C-78 Nuclear Material Lease Agreement, dated as of August 1, 1991,
between TMI-1 Fuel Corp. and Penelec - incorporated by reference to
Exhibit B-2(e), Certificate Pursuant to Rule 24, File No. 70-7862.
C-79 Letter Agreement, dated August 1, 1991, between TMI-1 Fuel Corp. and
Penelec - incorporated by reference to Exhibit B-2(f), Certificate
Pursuant to Rule 24, File No. 70-7862.
-46-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Penelec
C-80 Trust Agreement, dated as of August 1, 1991, between United States
Trust Company of New York, as Owner Trustee, Lord Fuels Corp., as
Trustor and Beneficiary, and Penelec and its affiliates -
incorporated by reference to Exhibit B-4, Certificate Pursuant to
Rule 24, File No. 70-7862.
Other
C-81 Term loan, revolving credit and guaranty agreement between First
Fidelity Bank, National Association, New Jersey and GPUSC made as of
September 30, 1993 - incorporated by reference to Exhibit B-1(a),
Certificate Pursuant to Rule 24, File No. 70-8223.
C-82 General Public Utilities Corporation Restricted Stock Plan for
Outside Directors - incorporated by reference to Exhibit 10-A of the
GPU Annual Report on Form 10-K for 1993, File No. 1-6047.
C-83 1990 Stock Plan for Employees of General Public Utilities
Corporation and Subsidiaries - incorporated by reference to Exhibit
10-B of the GPU Annual Report on Form 10-K for 1993, File No. 1-
6047.
C-84 Form of Restricted Units Agreement under the 1990 Stock Plan -
incorporated by reference to Exhibit 10-C of the GPU Annual Report
on Form 10-K for 1993, File No. 1-6047.
C-85 Form of Restricted Stock Agreement under the 1990 Stock Plan -
incorporated by reference to Exhibit 10-F-2 of the GPU Annual Report
on Form 10-K for 1992, File No. 1-6047.
C-86 Retirement Plan for Outside Directors of General Public Utilities
Corporation - incorporated by reference to Exhibit 10-D of the GPU
Annual Report on Form 10-K for 1993, File No. 1-6047.
C-87 Deferred Remuneration Plan for Outside Directors of General Public
Utilities Corporation - incorporated by reference to Exhibit 10-H of
the GPU Annual Report on Form 10-K for 1992, File No. 1-6047.
C-88 Deferred Remuneration Plan for Outside Directors of Jersey Central
Power & Light Company - incorporated by reference to Exhibit 10-F of
the JCP&L Annual Report on Form 10-K for 1992, File No. 1-3141.
C-89 GPU System Companies Deferred Compensation Plan for Elected Officers
- incorporated by reference to Exhibit 10-I of the GPU Annual Report
on Form 10-K for 1992, File No. 1-6047.
C-90 GPU Service Corporation Supplemental and Excess Benefits Plan -
incorporated by reference to Exhibit 10-J-1 of the GPU Annual Report
on Form 10-K for 1992, File No. 1-6047.
C-91 GPU Nuclear Corporation Supplemental and Excess Benefits Plan -
incorporated by reference to Exhibit 10-J-2 of the GPU Annual Report
on Form 10-K for 1992, File No. 1-6047.
-47-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Other
C-92 Jersey Central Power & Light Company Supplemental and Excess
Benefits Plan - incorporated by reference to Exhibit 10-H of the
JCP&L Annual Report on Form 10-K for 1992, File No. 1-3141.
C-93 Metropolitan Edison Company Supplemental and Excess Benefits Plan -
incorporated by reference to Exhibit 10-G of the Met-Ed Annual
Report on Form 10-K for 1992, File No. 1-446.
C-94 Pennsylvania Electric Company Supplemental and Excess Benefits Plan
-incorporated by reference to Exhibit 10-D of the Penelec Annual
Report on Form 10-K for 1992, File No. 1-3522.
C-95 Incentive Compensation Plan for Officers of GPU System Companies -
incorporated by reference to Exhibit 10-E of the GPU Annual Report
on Form 10K for 1993, File No. 1-6047.
C-96 Senior Executive Life Insurance Program - incorporated by reference
to description contained on pages 13-14 of GPU's 1992 definitive
proxy statement, SEC File No. 1-6047.
C-97 Supplemental Extraordinary Medical Expense Plan for Certain GPU
System Officers - incorporated by reference to Exhibit 10-M of the
GPU Annual Report on Form 10-K for 1992, File No. 1-6047.
C-98 Letter Agreement, dated March 24, 1992, between General Public
Utilities Corporation, GPU Service Corporation and I. H. Jolles -
incorporated by reference to Exhibit 10-N of the GPU Annual Report
on Form 10-K for 1992, File No. 1-6047.
C-99 Letter Agreement, dated February 22, 1993, between Jersey Central
Power & Light Company and J. R. Leva - incorporated by reference to
Exhibit 10-L of the JCP&L Annual Report on Form 10-K for 1992 - SEC
File No. 1-3141.
D-1 Tax Allocation Plan - incorporated by reference to Amendment No. 1
to GPU's Annual Report on Form U5S for the year 1982, File
No. 30-126.
D-2 Tax Allocation Plan - Amendment as of various dates.
E-1 Credit Agreement of GPU, JCP&L, Met-Ed and Penelec, dated as of
March 19, 1992 - incorporated by reference to Exhibit B-1(b),
Certificate Pursuant to Rule 24, File No. 70-7926.
E-2 GPU Nuclear Corporation - Policy for the Purchase of Computers for
the Nuclear Science Degree Program - incorporated by reference to
Exhibit E-1 to GPU's Annual Report on Form U5S for the year 1989,
File No. 30-126.
E-3 Venture Disclosures - Licensing of Computer Programs to
Nonassociated Companies.
-48-
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Other
E-4 General Public Utilities System Accounting Policy regarding Company
Credit Card Agreements - incorporated by reference to Exhibit E-3 to
GPU's Annual Report on Form U5S for the year 1992, File No. 30-126.
E-5 Venture Disclosures - Operation and Maintenance Service Business.
Schedules Supporting Items of This Report
F-1 - Item 6. Part III - Compensation and other related information for the
Officers and Directors of GPU, JCP&L, Met-Ed and Penelec.
F-2 - Consolidating Financial Statements of General Portfolios Corporation
for 1993.
- Financial Statements of Onondaga Cogeneration Limited Partnership for
1993.
- Financial Statements of Prime Energy Limited Partnership for 1993.
- Consolidating Financial Statements of OLS Power Limited Partnership
for 1993.
- Consolidating Financial Statements of Metropolitan Edison Company for
1993.
- Consolidating Financial Statements of Pennsylvania Electric Company
for 1993.
F-3 - Portions of Federal Energy Regulatory Commission Annual Report on
Form 1 for Property, Plant and Equipment for the Year Ended
December 31, 1993 for the following companies:
Jersey Central Power & Light Company
Metropolitan Edison Company
York Haven Power Company
Pennsylvania Electric Company
- Portions of Federal Energy Regulatory Commission Annual Report on
Form 1 for Accumulated Depreciation and Amortization of Property,
Plant and Equipment for the Year Ended December 31, 1993 for the
following companies:
Jersey Central Power & Light Company
Metropolitan Edison Company
York Haven Power Company
Pennsylvania Electric Company
G - Not applicable
H - Not applicable
I - Not applicable
-49-
<PAGE>
SIGNATURE
The undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935.
GENERAL PUBLIC UTILITIES CORPORATION
April 29, 1994
By /s/ F. A. Donofrio
F. A. Donofrio, Vice President
and Comptroller
-50-
<PAGE>
Exhibit Index Filed by EDGAR
Exhibit No.
B-14 - Certificate of Amendment to the Certificate of Incorporation
of Bermuda Hundred Energy, Inc. to change the name of the
corporation to Hanover Energy Corp.
B-17 - Certificate of Incorporation of EI Fuels Corporation.
B-27 - Amended By-Laws of EI.
B-37 - By-Laws of EI Fuels Corporation.
C-18 - Forty-ninth Supplemental Indenture, dated as of October 1,
1993.
C-43 - Supplemental Indenture, dated as of December 1, 1993.
C-58 - Supplemental Indenture, dated as of June 1, 1993.
D-2 - Tax Allocation Plan - Amendment as of various dates.
E-3 - Venture Disclosures - Licensing of Computer Programs to
Nonassociated Companies.
E-5 - Venture Disclosures - Operation and Maintenance Service
Business.
F-1 - Item 6. Part III - Compensation and other related information
for the Officers and Directors of GPU, JCP&L, Met-Ed and
Penelec.
F-2 - Consolidating Financial Statements of General Portfolios
Corporation for 1993.
- Consolidating Financial Statements of Onondaga Cogeneration
Limited Partnership for 1993.
- Financial Statements of Prime Energy Limited Partnership
for 1993.
- Consolidating Financial Statements of OLS Power Limited
Partnership for 1993.
- Consolidating Financial Statements of Metropolitan Edison
Company for 1993.
- Consolidating Financial Statements of Pennsylvania Electric
Company for 1993.
F-3 - Portions of Federal Energy Regulatory Commission Annual Report
on Form 1 for Property, Plant and Equipment for the Year Ended
December 31, 1993 for the following companies:
Jersey Central Power & Light Company
Metropolitan Edison Company
York Haven Power Company
Pennsylvania Electric Company
- Portions of Federal Energy Regulatory Commission Annual Report
on Form 1 for Accumulated Depreciation and Amortization of
Property, Plant and Equipment for the Year Ended December 31,
1993 for the following companies:
Jersey Central Power & Light Company
Metropolitan Edison Company
York Haven Power Company
Pennsylvania Electric Company
<PAGE>
Exhibit B-14
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BERMUDA HUNDRED ENERGY, INC.
_______________________
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:7-2(2) of the New Jersey
Business Corporation Act, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:
1. The name of the Corporation is Bermuda Hundred Energy, Inc.
2. The following is a copy of a resolution duly adopted by the Board of
Directors of the corporation on March 16, 1993, pursuant to authority
conferred upon the said Board of Directors by the Certificate of
Incorporation:
RESOLVED, that Article First of the Certificate of Incorporation be
amended to read as follows:
"FIRST: The name of the Corporation is Hanover Energy Corp."
3. The Certificate of Incorporation of the corporation is hereby
amended so that the designation and number of each class acted upon in the
aforesaid resolution, and the relative rights, preferences and limitations of
each such class, are as stated in the aforesaid resolution.
Dated this 16th day of March, 1993.
BERMUDA HUNDRED ENERGY, INC.
By:
Bruce L. Levy, President
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Exhibit B-17
CERTIFICATE OF INCORPORATION
OF
EI FUELS CORPORATION
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is EI Fuels Corporation.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware is The Prentice-
Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Hundred (100), all of which are without par
value. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
Thomas A. Scott c/o Berlack, Israels and Liberman
120 West 45th Street
New York, NY 10036
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
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the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the By-
Laws. The phrase "Whole Board" and the phrase "total number of
directors" shall be deemed to have the same meaning, to wit, the
total number of directors which the corporation would have if
there were no vacancies. No election of directors need be by
written ballot.
2. After the original or other By-Laws of the corporation have
been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the
corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the By-Laws of the corporation
may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of
directors of the corporation for staggered terms pursuant to the
provisions of subsection (d) of Section 141 of the General
Corporation Law of the State of Delaware shall be set forth in an
initial By-Law or in a By-Law adopted by the stockholders entitled
to vote of the corporation unless provisions for such
classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to
issue more than one class of stock, no outstanding share of any
class of stock which is denied voting power under the provisions
of the certificate of incorporation shall entitle the holder
thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of section
242 of the General Corporation Law of the State of Delaware shall
otherwise require; provided, that no share of any such class which
is otherwise denied voting power shall entitle the holder thereof
to vote upon the increase or decrease in the number of authorized
shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the
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same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by
said section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, note of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of
this Article ELEVENTH.
IN WITNESS WHEREOF, I have hereunto set my had this 9th day of August,
1990.
Thomas A. Scott
Incorporator
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________________________________________________________________
________________________________________________________________
________________________
ENERGY INITIATIVES, INC.
By-Laws
(As Amended May 14, 1993)
________________________
______________________________________________________________
______________________________________________________________
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BY-LAWS
Offices
1. The principal office of ENERGY INITIATIVES, INC. (the
"Corporation") shall be in Parsippany, New Jersey. The
Corporation may also have offices at such other places as the
Board of Directors may from time to time designate or the
business of the Corporation may require.
Seal
2. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization, and the
words "Corporate Seal" and "Delaware". If authorized by the
Board of Directors, the corporate seal may be affixed to any
certificates of stock, bonds, debentures, notes or other
engraved, lithographed or printed instruments, by engraving,
lithographing or printing thereon such seal or a facsimile
thereof, and such seal or facsimile thereof so engraved,
lithographed or printed thereon shall have the same force and
effect, for all purposes, as if such corporate seal had been
affixed thereto by indentation.
Stockholders' Meetings
3. All meetings of stockholders shall be held at the
principal office of the Corporation or at such other place as
shall be stated in the notice of the meeting. Such meetings
shall be presided over by the chief executive officer of the
Corporation, or, in his absence, by such other officer as shall
have been designated for the purpose by the Board of Directors,
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except when by statute the election of a presiding officer is
required.
4. Annual meetings of stockholders shall be held during
the month of May in each year on such day and at such time as
shall be determined by the Board of Directors and specified in
the notice of the meeting. At the annual meeting, the
stockholders entitled to vote shall elect by ballot a Board of
Directors and transact such other business as may properly be
brought before the meeting. Prior to any meeting of stockholders
at which an election of directors is to be held, the Board of
Directors shall appoint one judge of election to serve at such
meeting. If there be a failure to appoint a judge or if such
judge be absent or refuse to act or if his office becomes vacant,
the stockholders present at the meeting, by a per capita vote,
shall choose temporary judges of the number required. No
director or officer of the Corporation shall be eligible to
appointment or election as a judge.
5. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the
shares of stock of the Corporation issued and outstanding and
entitled to vote, present in person or by proxy, shall be
requisite for, and shall constitute a quorum at, any meeting of
the stockholders. If, however, the holders of a majority of such
shares of stock shall not be present or represented by proxy at
any such meeting, the stockholders entitled to vote thereat,
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present in person or by proxy, shall have power, by vote of the
holders of a majority of the shares of capital stock present or
represented at the meeting, to adjourn the meeting from time to
time without notice other than announcement at the meeting, until
the holders of the amount of stock requisite to constitute a
quorum, as aforesaid, shall be present in person or by proxy. At
any adjourned meeting at which such quorum shall be present, in
person or by proxy, any business may be transacted which might
have been transacted at the meeting as originally noticed.
6. At each meeting of stockholders each holder of record
of shares of capital stock then entitled to vote shall be
entitled to vote in person, or by proxy appointed by instrument
executed in writing by such stockholders or by his duly
authorized attorney; but no proxy shall be valid after the
expiration of eleven months from the date of its execution unless
the stockholder executing it shall have specified therein the
length of time it is to continue in force, which shall be for
some specified period. At all elections of directors each holder
of record of shares of capital stock then entitled to vote, shall
be entitled to as many votes as shall equal the number of votes
which (except for such provision) he would be entitled to cast
for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected and he may
cast all such votes for a single director or may distribute them
among the number to be voted for, or any two or more of them, as
he may see fit. Except as otherwise provided by law or by the
Certificate of Incorporation, each holder of record of shares of
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capital stock entitled to vote at any meeting of stockholders
shall be entitled to one vote for every share of capital stock
standing in his name on the books of the Corporation. Shares of
capital stock of the Corporation belonging to the Corporation or
to a corporation controlled by the Corporation through stock
ownership or through majority representation on the board of
directors thereof, shall not be voted. All elections shall be
determined by a plurality vote, and, except as otherwise provided
by law or by the Certificate of Incorporation all other matters
shall be determined by a vote of the holders of a majority of the
shares of the capital stock present or represented at a meeting
and voting on such questions.
7. A complete list of the stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order,
with the residence of each, and the number of shares held by
each, shall be prepared by the Secretary and filed in the
principal office of the Corporation at least fifteen days before
the meeting, and shall be open to the examination of any
stockholder at all times prior to such meeting, during the usual
hours for business, and shall be available at the time and place
of such meeting and open to the examination of any stockholder.
8. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by law, may be called by
the Chairman or by the President, and shall be called by the
chief executive officer or Secretary at the request in writing of
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any three members of the Board of Directors, or at the request in
writing of holders of record of ten percent of the shares of
capital stock of the Corporation issued and outstanding.
Business transacted at all special meetings of the stockholders
shall be confined to the purposes stated in the call.
9. (a) Notice of every meeting of stockholders,
setting forth the time and the place and briefly the purpose or
purposes thereof, shall be mailed, not less than ten nor more
than fifty days prior to such meeting, to each stockholder of
record (at his address appearing on the stock books of the
Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed to
the address designated in such request) as of a date fixed by the
Board of Directors pursuant to Section 41 of the By-Laws. Except
as otherwise provided by law, the Certificate of Incorporation or
the By-Laws, items of business, in addition to those specified in
the notice of meeting, may be transacted at the annual meeting.
(b) Whenever by any provision of law, the vote of
stockholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and
vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action
if such meeting were held, shall consent in writing to such
corporate action being taken, and all such consents shall be
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filed with the Secretary of the Corporation. However, this
section shall not be construed to alter or modify any provision
of law or of the Certificate of Incorporation under which the
written consent of the holders of less than all outstanding
shares is sufficient for corporate action.
Directors
10. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall consist of not
less than one nor more than nine directors as shall be fixed from
time to time by a resolution adopted by a majority of the entire
Board of Directors; provided, however, that no decrease in the
number of directors constituting the entire Board of Directors
shall shorten the term of any incumbent director. Each director
shall be at least twenty-one years of age. Directors need not be
stockholders of the Corporation. Directors shall be elected at
the annual meeting of stockholders, or, if any such election
shall not be held, at a stockholders' meeting called and held in
accordance with the provisions of the General Corporation Law of
the State of Delaware. Each director shall serve until the next
annual meeting of stockholders and thereafter until his successor
shall have been elected and shall qualify.
11. In addition to the powers and authority by the By-
Laws expressly conferred upon it, the Board of Directors may
exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of
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Incorporation, or by the By-Laws directed or required to be
exercised or done by the stockholders.
12. Unless otherwise required by law, in the absence of
fraud no contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation
and any corporation, partnership, association or other
organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be
void or voidable solely for such reason, or solely because the
director or officer is present at or participates in the meeting
of the Board of Directors which authorize the contract or
transaction, or solely because his votes are counted for such
purpose if:
(a) The material facts as to his interest and as to
the contract or transaction are disclosed or are
known to the Board of Directors, and the Board in
good faith authorizes the contract or transaction by
a vote sufficient for such purposes without counting
the vote of the interested director or directors; or
(b) The material facts as to his interest and as to
the contract or transaction are disclosed or known to
the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in
good faith by vote of the stockholders; or
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(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified by the Board of Directors or the stock-
holders.
No director or officer shall be liable to account to
the Corporation for any profit realized by him from or through
any such contract or transaction of the Corporation by reason of
his interest as aforesaid in such contract or transaction if such
contract or transaction shall be authorized, approved or ratified
as aforesaid.
No contract or other transaction between the
Corporation and any of its affiliates shall in any case be void
or voidable or otherwise affected because of the fact that
directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or
officer, because of such relation, be deemed interested in such
contract or other transaction under any of the provisions of this
Section 12, nor shall any such director be liable to account
because of such relation. For the purposes of this Section 12,
the term "affiliate" shall mean any corporation which is an
"affiliate" of the Corporation within the meaning of the Public
Utility Holding Company Act of 1935, as said Act shall at the
time be in effect.
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Nothing herein shall create liability in any of the
events described in this Section 12 or prevent the authorization,
ratification or approval, in any other manner provided by law, of
any contract or transaction described in this Section 12.
Meetings of the Board of Directors
13. The first meeting of the Board of Directors, for the
purpose of organization, the election of officers, and the
transaction of any other business which may come before the
meeting, shall be held on call of the Chairman within one week
after the annual meeting of stockholders. If the Chairman shall
fail to call such meeting, it may be called by the President or
by any director. Notice of such meeting shall be given in the
manner prescribed for Special Meetings of the Board of Directors.
14. Regular meetings of the Board of Directors may be
held without notice except for the purpose of taking action on
matters as to which notice is in the By-Laws required to be
given, at such time and place as shall from time to time be
designated by the Board, but in any event at intervals of not
more than three months. Special meetings of the Board of
Directors may be called by the Chairman or by the President or in
the absence or disability of the Chairman and the President, by a
Vice President, or by any two directors, and may be held at the
time and place designated in the call and notice of the meeting.
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15. Except as otherwise provided by the By-Laws, any item
or business may be transacted at any meeting of the Board of
Directors, whether or not such item of business shall have been
specified in the notice of meeting. Where notice of any meeting
of the Board of Directors is required to be given by the By-
Laws, the Secretary or other officer performing his duties shall
give notice either personally or by telephone or telegraph at
least twenty-four hours before the meeting, or by mail at least
three days before the meeting. Meetings may be held at any time
and place without notice if all the directors are present or if
those not present waive notice in writing either before or after
the meeting.
16. At all meetings of the Board of Directors a majority
of the directors in office shall be requisite for, and shall
constitute, a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by law or by the
Articles of Incorporation, as amended, or by the By-Laws.
17. Any regular or special meeting may be adjourned to
any time or place by a majority of the directors present at the
meeting, whether or not a quorum shall be present at such
meeting, and no notice of the adjourned meeting shall be required
other than announcement at the meeting.
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Committees
18. The Board of Directors may, by the vote of a majority
of the directors in office, create an Executive Committee,
consisting of two or more members, of whom one shall be the chief
executive officer of the Corporation. The other members of the
Executive Committee shall be designated by the Board of Directors
from their number, shall hold office for such period as the Board
of Directors shall determine and may be removed at any time by
the Board of Directors. When a member of the Executive
Committee ceases to be a director, he shall cease to be a member
of the Executive Committee. The Executive Committee shall have
all the powers specifically granted to it by the By-Laws and,
between meetings of the Board of Directors, may also exercise all
the powers of the Board of Directors except such powers as the
Board of Directors may exercise by virtue of Section 11 of the
By-Laws. The Executive Committee shall have no power to revoke
any action taken by the Board of Directors, and shall be subject
to any restriction imposed by law, by the By-Laws, or by the
Board of Directors.
19. The Executive Committee shall cause to be kept
regular minutes of its proceedings, which may be transcribed in
the regular minute book of the Corporation, and all such
proceedings shall be reported to the Board of Directors at its
next succeeding meeting, and the action of the Executive
Committee shall be subject to revision or alteration by the Board
of Directors, provided that no rights which, in the absence of
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such revision of alteration, third persons would have had shall
be affected by such revision or alteration. A majority of the
Executive Committee shall constitute a quorum at any meeting.
The Board of Directors may by vote of a majority of the total
number of directors provided for in Section 10 of the By-Laws
fill any vacancies in the Executive Committee. The Executive
Committee shall designate one of its number as Chairman of the
Executive Committee and may, from time to time, prescribe rules
and regulations for the calling and conduct of meetings of the
Committee, and other matters relating to its procedure and the
exercise of its powers.
20. From time to time the Board of Directors may appoint
any other committee or committees for any purpose or purposes,
which committee or committees shall have such powers and such
tenure of office as shall be specified in the resolution of
appointment. The chief executive officer of the Corporation
shall be a member ex officio of all committees of the Board.
Compensation and Reimbursement of Directors
and Members of the Executive Committee
21. Directors, other than salaried officers of the
Corporation or its affiliates, shall receive compensation and
benefits for their services as directors, at such rate or under
such conditions as shall be fixed from time to time by the Board,
and all directors shall be reimbursed for their reasonable
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expenses, if any, of attendance at each regular or special
meeting of the Board of Directors.
22. Directors, other than salaried officers of the
Corporation or its affiliates, who are members of any committee
of the Board, shall receive compensation for their services as
such members as shall be fixed from time to time by the Board,
and shall be reimbursed for their reasonable expenses, if any, in
attending meetings of the Executive Committee or such other
Committees of the Board and of otherwise performing their duties
as members of such Committees.
Officers
23. The officers of the Corporation shall be chosen by a
vote of a majority of the directors in office and shall be a
President, one or more Vice Presidents, a Treasurer, a Secretary,
and a Comptroller, and may include a Chairman, one or more
Assistant Secretaries, one or more Assistant Treasurers, and one
or more Assistant Comptrollers. If a Chairman shall be chosen,
the Board of Directors shall designate either the Chairman or the
President as chief executive officer of the Corporation. If a
Chairman shall not be chosen, the President shall be the chief
executive officer of the Corporation. The Chairman and a
President who is designated chief executive officer of the
corporation shall be chosen from among the directors. A
President who is not chief executive officer of the Corporation
and none of the other officers need be a director. Neither the
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Comptroller nor any Assistant Comptroller may occupy any other
office. With the above exceptions, any two offices may be
occupied and the duties thereof may be performed by one person,
but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.
24. The salary and other compensation of the chief
executive officer of the Corporation shall be determined from
time to time by the Board of Directors. The salaries and other
compensation of all other officers of the Corporation shall be
determined from time to time by the chief executive officer,
subject to the concurrence of the Chairman.
25. The salary or other compensation of all employees
other than officers of the Corporation shall be fixed by the
chief executive officer of the Corporation or by such other
officer as shall be designated for that purpose by the Board of
Directors.
26. The Board of Directors may appoint such officers and
such representatives or agents as shall be deemed necessary, who
shall hold office for such terms, exercise such powers, and
perform such duties as shall be determined from time to time by
the Board of Directors.
27. The officers of the Corporation shall hold office
until the first meeting of the Board of Directors after the next
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succeeding annual meeting of stockholders and until their
respective successors are chosen and qualify. Any officer
elected pursuant to Section 23 of the By-Laws may be removed at
any time, with or without cause, by the vote of a majority of the
directors in office. Any other officer and any representative,
employee or agent of the Corporation may be removed at any time,
with or without cause, by action of the Board of Directors, by
the Executive Committee, or the chief executive officer of the
Corporation, or such other officer as shall have been designated
for that purpose by the chief executive officer of the
Corporation.
The Chairman
28. (a) If a Chairman shall be chosen by the Board of
Directors, he shall preside at all meetings of the Board at which
he shall be present.
(b) If a Chairman shall be chosen by the Board of
Directors and if he shall be designated by the Board as chief
executive officer of the Corporation:
(i)he shall have supervision, direction and
control of the conduct of the business of the
Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee,
if there be one;
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(ii)he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation, and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the
business of the Corporations;
(iii)he may, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-
Laws, attend in person or by substitute or proxy
appointed by him and act and vote on behalf of the
Corporation at all meetings of stockholders of any
corporation in which the Corporation holds stock
and grant any consent, waiver, or power of attorney
in respect of such stock;
(iv)he shall, whenever it may in his opinion be
necessary or appropriate, prescribe the duties of
officers and employees of the Corporation whose
duties are not otherwise defined; and
(v)he shall have such other powers and perform
such other duties as may be prescribed from time to
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time by law, by the By-Laws, or by the Board of
Directors.
(c) If a Chairman shall be chosen by the Board of
Directors and if he shall not be designated by the Board as chief
executive officer of the Corporation.
(i)he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the
business of the Corporation;
(ii)he shall have such other powers and perform
such other duties as may be prescribed from time to
time by law, by the By-Laws, or by the Board of
Directors.
The President
29. (a) If a Chairman shall not be chosen by the Board
of Directors, the President shall preside at all meetings of the
Board at which he shall be present.
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(b) If the President shall be designated by the
Board of Directors as chief executive officer of the Corporation.
(i)he shall have supervision, direction and
control of the conduct of the business of the
Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee
if there be one;
(ii)he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation, and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements, or
other instruments of any nature pertaining to the
business of the Corporation;
(iii)he may, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-
Laws, attend in person or by substitute or proxy
appointed by him and act and vote on behalf of the
Corporation at all meetings of the stockholders of
any corporation in which the Corporation holds
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stock and grant any consent, waiver, or power of
attorney in respect of such stock;
(iv)he shall, whenever it may in his opinion be
necessary or appropriate, prescribe the duties of
officers and employees of the Corporation whose
duties are not otherwise defined; and
(v)he shall have such other powers and perform
such other duties as may be prescribed from time to
time by law, by the By-Laws, or by the Board of
Directors.
(c) If the Chairman shall be designated by the
Board of Directors as chief executive officer of the Corporation,
the President,
(i)shall be the chief operating officer of the
Corporation;
(ii)shall have supervision, direction and control
of the conduct of the business of the Corporation,
in the absence or disability of the Chairman,
subject, however, to the control of the Board of
Directors and the Executive Committee, if there be
one;
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(iii)may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation, and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the
business of the Corporation;
(iv)at the request or in the absence or disability
of the Chairman, may, unless otherwise directed by
the Board of Directors pursuant to Section 38 of
the By-Laws, attend in person or by substitute or
proxy appointed by him and act and vote on behalf
of the Corporation at all meetings of the
stockholders of any corporation in which the
Corporation holds stock and grant any consent,
waiver or power of attorney in respect of such
stock;
(v)at the request or in the absence or disability
of the Chairman, whenever in his opinion it may be
necessary or appropriate, shall prescribe the
duties of officers and employees of the Corporation
whose duties are not otherwise defined; and
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(vi)shall have such other powers and perform such
other duties as may be prescribed from time to time
by law, by the By-Laws, or by the Board of
Directors.
Vice President
30. (a) The Vice President shall, in the absence or
disability of the President, if the President has been designated
chief executive officer of the Corporation or if the President is
acting pursuant to the provisions of Subsection 29(c)(ii) of the
By-Laws, have supervision, direction and control of the conduct
of the business of the Corporation, subject, however, to the
control of the Directors and the Executive Committee, if there be
one.
(b) He may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other
instruments pertaining to matters which arise in the ordinary
course of business of the Corporation, and when authorized by the
Board of Directors or the Executive Committee, if there be one,
except in cases where the signing thereof shall be expressly
delegated by the Board of Directors or the Executive Committee to
some other officer or agent of the Corporation.
(c) He may, if the President has been designated
chief executive officer of the Corporation or if the President is
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acting pursuant to the provisions of Subsection 29(c)(ii) of the
By-Laws, at the request or in the absence or disability of the
President or in case of the failure of the President to appoint a
substitute or proxy as provided in Subsections 29(b)(iii) and
29(c)(iv) of the By-Laws, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-Laws, attend in
person or by substitute or proxy appointed by him and act and
vote on behalf of the Corporation at all meetings of the
stockholders of any corporation in which the Corporation holds
stock and grant any consent, waiver or power of attorney in
respect of such stock.
(d) He shall have such other powers and perform
such other duties as may be prescribed from time to time by law,
by the By-Laws, or by the Board of Directors.
(e) If there be more than one Vice President, the
Board of Directors may designate one or more of such Vice
Presidents as an Executive Vice President or a Senior Vice
President. The Board of Directors may assign to such Vice
Presidents their respective duties and may, if the President has
been designated chief executive officer of the Corporation or if
the President is acting pursuant to the provisions of Subsection
29(c)(ii) of the By-Laws, designate the order in which the
respective Vice Presidents shall have supervision, direction and
control of the business of the Corporation in the absence or
disability of the President.
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The Secretary
31. (a) The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in books to
be kept for that purpose; and he shall perform like duties for
the Executive Committee and any other committees created by the
Board of Directors.
(b) He shall give, or cause to be given, notice of
all meetings of the stockholders, the Board of Directors, or the
Executive Committee of which notice is required to be given by
law or by the By-Laws.
(c) He shall have such other powers and perform
such other duties as may be prescribed from time to time by law,
by the By-Laws, or the Board of Directors.
(d) Any records kept by the Secretary shall be the
property of the Corporation and shall be restored to the Corpora-
tion in case of his death, resignation, retirement or removal
from office.
(e) He shall be the custodian of the seal of the
Corporation and, pursuant to Section 45 of the By-Laws and in
other instances where the execution of documents on behalf of the
Corporation is authorized by the By-Laws or by the Board of
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Directors, may affix the seal to all instruments requiring it and
attest the ensealing and the execution of such instruments.
(f) He shall have control of the stock ledger,
stock certificate book and all books containing minutes of any
meeting of the stockholders, Board of Directors, or Executive
Committee or other committee created by the Board of Directors,
and of all formal records and documents relating to the corporate
affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretar-
ies shall assist the Secretary in the performance of his duties,
shall exercise his powers and duties at his request or in his
absence or disability, and shall exercise such other powers and
duties as may be prescribed by the Board of Directors.
The Treasurer
32. (a) The Treasurer shall be responsible for the
safekeeping of the corporate funds and securities of the Corpora-
tion, and shall maintain and keep in his custody full and
accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and
other funds of the Corporation in the name and to the credit of
the Corporation, in such depositories as may be designated by the
Board of Directors.
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(b) He shall disburse the funds of the Corporation
in such manner as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements.
(c) Pursuant to Section 45 of the By-Laws, he may,
when authorized by the Board of Directors, affix the seal to all
instruments requiring it and shall attest the ensealing and
execution of said instruments.
(d) He shall exhibit at all reasonable times his
accounts and records to any director of the Corporation upon
application during business hours at the office of the
Corporation where such accounts and records are kept.
(e) He shall render an account of all his
transactions as Treasurer at all regular meetings of the Board of
Directors, or whenever the Board may require it, and at such
other times as may be requested by the Board or by any director
of the Corporation.
(f) If required by the Board of Directors, he shall
give the Corporation a bond, the premium on which shall be paid
by the Corporation, in such form and amount and with such surety
or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of his office, and for the
restoration to the Corporation in case of his death, resignation,
retirement or removal from office, of all books, papers,
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vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.
(g) He shall perform all duties generally incident
to the office of Treasurer, and shall have other powers and
duties as from time to time may be prescribed by law, by the By-
Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers
shall assist the Treasurer in the performance of his duties,
shall exercise his powers and duties at his request or in his
absence or disability, and shall exercise such other powers and
duties as may be prescribed by the Board of Directors. If
required by the Board of Directors, any Assistant Treasurer shall
give the Corporation a bond, the premium on which shall be paid
by the Corporation, similar to that which may be required to be
given by the Treasurer.
Comptroller
33. (a) The Comptroller of the Corporation shall be the
principal accounting officer of the Corporation and shall be
accountable and report directly to the Board of Directors. If
required by the Board of Directors, the Comptroller shall give
the Corporation a bond, the premium on which shall be paid by the
Corporation in such form and amount and with such surety or
sureties as shall be satisfactory to the Board, for the faithful
performance of the duties of his office.
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(b) He shall keep or cause to be kept full and
complete books of account of all operations of the Corporation
and of its assets and liabilities.
(c) He shall have custody of all accounting records
of the Corporation other than the record of receipts and
disbursements and those relating to the deposit or custody of
money or securities of the Corporation, which shall be in the
custody of the Treasurer.
(d) He shall exhibit at all reasonable times his
books of account and records to any director of the Corporation
upon application during business hours at the office of the
Corporation where such books of account and records are kept.
(e) He shall render reports of the operations and
business and of the condition of the finances of the Corporation
at regular meetings of the Board of Directors, and at such other
times as he may be requested by the Board or any director of the
Corporation, and shall render a full financial report at the
annual meeting of the stockholders, if called upon to do so.
(f) He shall receive and keep in his custody an
original copy of each written contract made by or on behalf of
the Corporation.
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(g) He shall receive periodic reports from the
Treasurer of the Corporation of all receipts and disbursements,
and shall see that correct vouchers are taken for all
disbursements for any purpose.
(h) He shall perform all duties generally incident
to the office of Comptroller, and shall have such other powers
and duties as from time to time may be prescribed by law, by the
By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant
Comptrollers shall assist the Comptroller in the performance of
his duties, shall exercise his powers and duties at his request
or in his absence or disability and shall exercise such other
powers and duties as may be conferred or required by the Board of
Directors. If required by the Board of Directors, any Assistant
Comptroller shall give the Corporation a bond, the premium on
which shall be paid by the Corporation, similar to that which may
be required to be given by the Comptroller.
Vacancies
34. If the office of any director becomes vacant by
reason of death, resignation, retirement, disqualification, or
otherwise, the remaining directors, by the vote of a majority of
those then in office at a meeting, the notice of which shall have
specified the filling of such vacancy as one of its purposes may
choose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurs. If the office of any
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officer of the Corporation shall become vacant for any reason,
the Board of Directors, at a meeting, the notice of which shall
have specified the filling of such vacancy as one of its
purposes, may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.
Pending action by the Board of Directors at such meeting, the
Board of Directors or the Executive Committee may choose a
successor temporarily to serve as an officer of the Corporation.
Resignations
35. Any officer or any director of the Corporation may
resign at any time, such resignation to be made in writing and
transmitted to the Secretary. Such resignation shall take effect
from the time of its acceptance, unless some time be fixed in the
resignation, and then from that time. Nothing herein shall be
deemed to relieve any officer from liability for breach of any
contract of employment resulting from any such resignation.
Duties of Officers May be Delegated
36. In case of the absence or disability of any officer
of the Corporation, or for any other reason the Board of
Directors may deem sufficient, the Board, by vote of a majority
of the total number of directors provided for in Section 10 of
the By-Laws may, notwithstanding any provisions of the By-Laws,
delegate or assign, for the time being, the powers or duties, or
any of them, of such officer to any other officer or to any
director.
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Indemnification of Directors, Officers and Employees
37. (a) A director shall not be personally liable for
monetary damages as such for any action taken, or any failure to
take any action, unless the director has breached or failed to
perform the duties of his office under the General Corporation
Law of the State of Delaware, and the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness. The provisions of this subsection (a) shall not
apply to the responsibility or liability of a director pursuant
to any criminal statute, or the liability of a director for the
payment of taxes pursuant to local, state or federal law.
(b) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, whether
formal or informal, and whether brought by or in the right of the
Corporation or otherwise, by reason of the fact that he was a
director, officer or employee of the Corporation (and may
indemnify any person who was an agent of the Corporation), or a
person serving at the request of the Corporation as a director,
officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including
without limitation indemnification against expenses (including
attorneys' fees and disbursements), damages, punitive damages,
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judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such proceeding unless the act or failure to act giving rise
to the claim for indemnification is finally determined by a court
to have constituted willful misconduct or recklessness.
(c) The Corporation shall pay the expenses
(including attorneys' fees and disbursements) actually and
reasonably incurred in defending a civil or criminal action, suit
or proceeding on behalf of any person entitled to indemnification
under subsection (b) in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation, and
may pay such expenses in advance on behalf of any agent on
receipt of a similar undertaking. The financial ability of such
person to make such repayment shall not be a prerequisite to the
making of an advance.
(d) For purposes of this Section: (i) the
Corporation shall be deemed to have requested an officer,
director, employee or agent to serve as fiduciary with respect to
an employee benefit plan where the performance by such person of
duties to the Corporation also imposes duties on, or otherwise
involves services by, such person of duties to the Corporation
also imposes duties on, or otherwise involves services by, such
person as a fiduciary with respect to the plan; (ii) excise taxes
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assessed with respect to any transaction with an employee benefit
plan shall be deemed "fines"; and (iii) action taken or omitted
by such person with respect to any employee benefit plan in the
performance of duties for a purpose reasonably believed to be in
the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the
best interests of the Corporation.
(e) To further effect, satisfy or secure the
indemnification obligations provided herein or otherwise, the
Corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification
agreements, pledge or grant a security interest in any assets or
properties of the Corporation, or use any other mechanism or
arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the Board of Directors shall
deem appropriate.
(f) All rights of indemnification under this
Section shall be deemed a contract between the Corporation and
the person entitled to indemnification under this Section
pursuant to which the Corporation and each such person intend to
be legally bound. Any repeal, amendment or modification hereof
shall be prospective only and shall not limit, but may expand,
any rights or obligations in respect of any proceeding whether
commenced prior to or after such change to the extent such
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proceeding pertains to actions or failures to act occurring prior
to such change.
(g) The indemnification, as authorized by this
Section, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any statute, agreement, vote of
shareholder, or disinterested directors or otherwise, both as to
action in an official capacity and as to action in any other
capacity while holding such office. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters
arising prior to such time, and shall inure to the benefit of the
heirs, executors and administrators of such person.
Stock of Other Corporations
38. The Board of Directors may authorize any director,
officer or other person on behalf of the Corporation to attend,
act and vote at meetings of the stockholders of any corporation
in which the Corporation shall hold stock, and to exercise
thereat any and all of the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such
meetings and calls therefor.
Certificate of Stock
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39. The certificates of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as
they are issued. They shall exhibit the holder's name and number
of shares and may include his address. No fractional shares of
stock shall be issued. Certificates of stock shall be signed by
the Chairman, President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the Corporation.
Where any certificate of stock is signed by a transfer agent or
transfer clerk, who may be but need not be an officer or employee
of the Corporation, and by a registrar, the signature of any such
Chairman, President, Vice President, Secretary, Assistant
Secretary, Treasurer, or Assistant Treasurer upon such
certificate who shall have ceased to be such before such
certificate of stock is issued, it may be issued by the
Corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.
Transfer of Stock
40. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of
the certificate therefor.
Fixing of Record Date
41. The Board of Directors is hereby authorized to fix a
time, not exceeding fifty (50) days preceding the date of any
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meeting of stockholders or the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery
of evidences of rights or evidences of interests arising out of
any change, conversion or exchange of capital stock, as a record
time for the determination of the stockholders entitled to notice
of and to vote at such meeting or entitled to receive any such
dividend, distribution, rights or interests as the case may be;
and all persons who are holders of record of capital stock at the
time so fixed and no others, shall be entitled to notice of and
to vote at such meeting, and only stockholders of record at such
time shall be entitled to receive any such notice, dividend,
distribution, rights or interests.
Registered Stockholders
42. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the
part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by statutes of
the State of Delaware.
Lost Certificates
43. Any person claiming a certificate of stock to be lost
or destroyed shall make an affidavit or affirmation of that fact,
whereupon a new certificate may be issued of the same tenor and
for the same number of shares as the one alleged to be lost or
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destroyed; provided, however, that the Board of Directors may
require, as a condition to the issuance of a new certificate, the
payment of the reasonable expenses of such issuance or the
furnishing of a bond of indemnity in such form and amount and
with such surety or sureties, or without surety, as the Board of
Directors shall determine, or both the payment of such expenses
and the furnishing of such bond, and may also require the
advertisement of such loss in such manner as the Board of
Directors may prescribe.
Inspection of Books
44. The Board of Directors may determine whether and to
what extent, and at what time the places and under what
conditions and regulations, the accounts and books of the
Corporation (other than the books required by statute to be open
to the inspection of stockholders), or any of them, shall be
open to the inspection of stockholders, and no stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as such right may be conferred by statutes of
the State of Delaware or by the By-Laws or by resolution of the
Board of Directors or of the stockholders.
Checks, Notes, Bonds and Other Instruments
45. (a) All checks or demands for money and notes of the
Corporation shall be signed by such person or persons (who may
but need not be an officer of officers of the Corporation) as the
Board of Directors may from time to time designate, either
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directly or through such officers of the Corporation as shall, by
resolution of the Board of Directors, be authorized to designate
such person or persons. If authorized by the Board of Directors,
the signatures of such persons, or any of them, upon any checks
for the payment of money may be made by engraving, lithographing
or printing thereon a facsimile of such signatures, in lieu of
actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and
effect as if such persons had actually signed the same.
(b) All bonds, mortgages and other instruments
requiring a seal, when required in connection with matters which
arise in the ordinary course of business or when authorized by
the Board of Directors, shall be executed on behalf of the
Corporation by the Chairman or the President or a Vice President,
and the seal of the Corporation shall be thereupon affixed by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, who shall, when required, attest the
ensealing and execution of said instrument. If authorized by the
Board of Directors, a facsimile of the seal may be employed and
such facsimile of the seal may be engraved, lithographed or
printed and shall have the same force and effect as an impressed
seal. If authorized by the Board of Directors, the signatures of
the Chairman or the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or
Assistant Treasurer upon any engraved, lithographed or printed
bonds, debentures, notes or other instruments may be made by
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engraving, lithographing or printing thereon a facsimile of such
signatures, in lieu of actual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall
have the same force and effect as if such officers had actually
signed the same. In case any officer who has signed, or whose
facsimile signature appears on, any such bonds, debentures, notes
or other instruments shall cease to be such officer before such
bonds, debentures, notes or other instruments shall have been
delivered by the Corporation, such bonds, debentures, notes or
other instruments may nevertheless be adopted by the Corporation
and be issued and delivered as though the person who signed the
same, or whose facsimile signature appears thereon, had not
ceased to be such officer of the Corporation.
Receipts for Securities
46. All receipts for stocks, bonds or other securities
received by the Corporation shall be signed by the Treasurer or
an Assistant Treasurer, or by such other person or persons as the
Board of Directors or Executive Committee shall designate.
Fiscal Year
47. The fiscal year shall begin the first day of January
in each year.
Dividends
48. (a) Dividends in the form of cash or securities,
upon the capital stock of the Corporation, to the extent
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permitted by law may be declared by the Board of Directors at any
regular or special meeting.
(b) The Board of Directors shall have power to fix
and determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, and if
any, what part of any, surplus of the Corporation shall be
declared as dividends; to determine the date or dates for the
declaration and payment or distribution of dividends; and, before
payment of any dividend or the making of any distribution to set
aside out of the surplus of the Corporation such amount or
amounts as the Board of Directors from time to time, in its
absolute discretion, may think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other
purpose as it shall deem to be in the interest of the
Corporation.
Directors' Annual Statement
49. The Board of Directors shall present or cause to be
presented at each annual meeting of stockholders, and when called
for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and
condition of the Corporation.
Notices
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50. (a) Whenever under the provisions of the By-Laws
notice is required to be given to any director, officer of
stockholder, it shall not be construed to require personal
notice, but, except as otherwise specifically provided, such
notice may be given in writing, by mail, by depositing a copy of
the same in a post office, letter box or mail chute, maintained
by the United States Postal Service, postage prepaid, addressed
to such stockholder, officer or director, at his address as the
same appears on the books of the Corporation.
(b) A stockholder, director or officer may waive in
writing any notice required to be given to him by law or by the
By-Laws.
Participation in Meetings by Telephone
51. At any meeting of the Board of Directors or the
Executive Committee or any other committee designated by the
Board of Directors, one or more directors may participate in such
meeting in lieu of attendance in person by means of the
conference telephone or similar communications equipment by means
of which all persons participating in the meeting will be able to
hear and speak.
Oath of Judges of Election
52. The judges of election appointed to act at any
meeting of the stockholders shall, before entering upon the
discharge of their duties, be sworn faithfully to execute the
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duties of judge at such meeting with strict impartiality and
according to the best of their ability.
Amendments
53. The By-Laws may be altered or amended by the
affirmative vote of the holders of a majority of the capital
stock represented and entitled to vote at a meeting of the
stockholders duly held, provided that the notice of such meeting
shall have included notice of such proposed amendment. The By-
Laws may also be altered or amended by the affirmative vote of a
majority of the directors in office at a meeting of the Board of
Directors, the notice of which shall have included notice of the
proposed amendment. In the event of the adoption, amendment, or
repeal of any By-Law by the Board of Directors pursuant to this
Section, there shall be set forth in the notice of the next
meeting of stockholders for the election of directors the By-Law
so adopted, amended, or repealed together with a concise
statement of the changes made. By the affirmative vote of the
holders of a majority of the capital stock represented and
entitled to vote at such meeting, the By-Laws may, without
further notice, be altered or amended by amending or repealing
such action by the Board of Directors.
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________________________________________________________________
________________________________________________________________
________________________
EI FUELS CORPORATION
By-Laws
(As Amended May 14, 1993)
________________________
_________________________________________________________________
_________________________________________________________________
<PAGE>
BY-LAWS
Offices
1. The principal office of EI FUELS CORPORATION (the
"Corporation") shall be in Parsippany, New Jersey. The
Corporation may also have offices at such other places as the
Board of Directors may from time to time designate or the
business of the Corporation may require.
Seal
2. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization, and the
words "Corporate Seal" and "Delaware". If authorized by the
Board of Directors, the corporate seal may be affixed to any
certificates of stock, bonds, debentures, notes or other
engraved, lithographed or printed instruments, by engraving,
lithographing or printing thereon such seal or a facsimile
thereof, and such seal or facsimile thereof so engraved,
lithographed or printed thereon shall have the same force and
effect, for all purposes, as if such corporate seal had been
affixed thereto by indentation.
Stockholders' Meetings
3. All meetings of stockholders shall be held at the
principal office of the Corporation or at such other place as
shall be stated in the notice of the meeting. Such meetings
shall be presided over by the chief executive officer of the
Corporation, or, in his absence, by such other officer as shall
have been designated for the purpose by the Board of Directors,
<PAGE>
except when by statute the election of a presiding officer is
required.
4. Annual meetings of stockholders shall be held during
the month of May in each year on such day and at such time as
shall be determined by the Board of Directors and specified in
the notice of the meeting. At the annual meeting, the
stockholders entitled to vote shall elect by ballot a Board of
Directors and transact such other business as may properly be
brought before the meeting. Prior to any meeting of stockholders
at which an election of directors is to be held, the Board of
Directors shall appoint one judge of election to serve at such
meeting. If there be a failure to appoint a judge or if such
judge be absent or refuse to act or if his office becomes vacant,
the stockholders present at the meeting, by a per capita vote,
shall choose temporary judges of the number required. No
director or officer of the Corporation shall be eligible to
appointment or election as a judge.
5. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the
shares of stock of the Corporation issued and outstanding and
entitled to vote, present in person or by proxy, shall be
requisite for, and shall constitute a quorum at, any meeting of
the stockholders. If, however, the holders of a majority of such
shares of stock shall not be present or represented by proxy at
any such meeting, the stockholders entitled to vote thereat,
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present in person or by proxy, shall have power, by vote of the
holders of a majority of the shares of capital stock present or
represented at the meeting, to adjourn the meeting from time to
time without notice other than announcement at the meeting, until
the holders of the amount of stock requisite to constitute a
quorum, as aforesaid, shall be present in person or by proxy. At
any adjourned meeting at which such quorum shall be present, in
person or by proxy, any business may be transacted which might
have been transacted at the meeting as originally noticed.
6. At each meeting of stockholders each holder of record
of shares of capital stock then entitled to vote shall be
entitled to vote in person, or by proxy appointed by instrument
executed in writing by such stockholders or by his duly
authorized attorney; but no proxy shall be valid after the
expiration of eleven months from the date of its execution unless
the stockholder executing it shall have specified therein the
length of time it is to continue in force, which shall be for
some specified period. At all elections of directors each holder
of record of shares of capital stock then entitled to vote, shall
be entitled to as many votes as shall equal the number of votes
which (except for such provision) he would be entitled to cast
for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected and he may
cast all such votes for a single director or may distribute them
among the number to be voted for, or any two or more of them, as
he may see fit. Except as otherwise provided by law or by the
Certificate of Incorporation, each holder of record of shares of
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capital stock entitled to vote at any meeting of stockholders
shall be entitled to one vote for every share of capital stock
standing in his name on the books of the Corporation. Shares of
capital stock of the Corporation belonging to the Corporation or
to a corporation controlled by the Corporation through stock
ownership or through majority representation on the board of
directors thereof, shall not be voted. All elections shall be
determined by a plurality vote, and, except as otherwise provided
by law or by the Certificate of Incorporation all other matters
shall be determined by a vote of the holders of a majority of the
shares of the capital stock present or represented at a meeting
and voting on such questions.
7. A complete list of the stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order,
with the residence of each, and the number of shares held by
each, shall be prepared by the Secretary and filed in the
principal office of the Corporation at least fifteen days before
the meeting, and shall be open to the examination of any
stockholder at all times prior to such meeting, during the usual
hours for business, and shall be available at the time and place
of such meeting and open to the examination of any stockholder.
8. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by law, may be called by
the Chairman or by the President, and shall be called by the
chief executive officer or Secretary at the request in writing of
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any three members of the Board of Directors, or at the request in
writing of holders of record of ten percent of the shares of
capital stock of the Corporation issued and outstanding.
Business transacted at all special meetings of the stockholders
shall be confined to the purposes stated in the call.
9. (a) Notice of every meeting of stockholders,
setting forth the time and the place and briefly the purpose or
purposes thereof, shall be mailed, not less than ten nor more
than fifty days prior to such meeting, to each stockholder of
record (at his address appearing on the stock books of the
Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed to
the address designated in such request) as of a date fixed by the
Board of Directors pursuant to Section 41 of the By-Laws. Except
as otherwise provided by law, the Certificate of Incorporation or
the By-Laws, items of business, in addition to those specified in
the notice of meeting, may be transacted at the annual meeting.
(b) Whenever by any provision of law, the vote of
stockholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and
vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action
if such meeting were held, shall consent in writing to such
corporate action being taken, and all such consents shall be
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filed with the Secretary of the Corporation. However, this
section shall not be construed to alter or modify any provision
of law or of the Certificate of Incorporation under which the
written consent of the holders of less than all outstanding
shares is sufficient for corporate action.
Directors
10. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall consist of not
less than one nor more than nine directors as shall be fixed from
time to time by a resolution adopted by a majority of the entire
Board of Directors; provided, however, that no decrease in the
number of directors constituting the entire Board of Directors
shall shorten the term of any incumbent director. Each director
shall be at least twenty-one years of age. Directors need not be
stockholders of the Corporation. Directors shall be elected at
the annual meeting of stockholders, or, if any such election
shall not be held, at a stockholders' meeting called and held in
accordance with the provisions of the General Corporation Law of
the State of Delaware. Each director shall serve until the next
annual meeting of stockholders and thereafter until his successor
shall have been elected and shall qualify.
11. In addition to the powers and authority by the By-
Laws expressly conferred upon it, the Board of Directors may
exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of
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Incorporation, or by the By-Laws directed or required to be
exercised or done by the stockholders.
12. Unless otherwise required by law, in the absence of
fraud no contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation
and any corporation, partnership, association or other
organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be
void or voidable solely for such reason, or solely because the
director or officer is present at or participates in the meeting
of the Board of Directors which authorize the contract or
transaction, or solely because his votes are counted for such
purpose if:
(a) The material facts as to his interest and as to
the contract or transaction are disclosed or are
known to the Board of Directors, and the Board in
good faith authorizes the contract or transaction by
a vote sufficient for such purposes without counting
the vote of the interested director or directors; or
(b) The material facts as to his interest and as to
the contract or transaction are disclosed or known to
the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in
good faith by vote of the stockholders; or
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(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified by the Board of Directors or the
stockholders.
No director or officer shall be liable to account to
the Corporation for any profit realized by him from or through
any such contract or transaction of the Corporation by reason of
his interest as aforesaid in such contract or transaction if such
contract or transaction shall be authorized, approved or ratified
as aforesaid.
No contract or other transaction between the
Corporation and any of its affiliates shall in any case be void
or voidable or otherwise affected because of the fact that
directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or
officer, because of such relation, be deemed interested in such
contract or other transaction under any of the provisions of this
Section 12, nor shall any such director be liable to account
because of such relation. For the purposes of this Section 12,
the term "affiliate" shall mean any corporation which is an
"affiliate" of the Corporation within the meaning of the Public
Utility Holding Company Act of 1935, as said Act shall at the
time be in effect.
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Nothing herein shall create liability in any of the
events described in this Section 12 or prevent the authorization,
ratification or approval, in any other manner provided by law, of
any contract or transaction described in this Section 12.
Meetings of the Board of Directors
13. The first meeting of the Board of Directors, for the
purpose of organization, the election of officers, and the
transaction of any other business which may come before the
meeting, shall be held on call of the Chairman within one week
after the annual meeting of stockholders. If the Chairman shall
fail to call such meeting, it may be called by the President or
by any director. Notice of such meeting shall be given in the
manner prescribed for Special Meetings of the Board of Directors.
14. Regular meetings of the Board of Directors may be
held without notice except for the purpose of taking action on
matters as to which notice is in the By-Laws required to be
given, at such time and place as shall from time to time be
designated by the Board, but in any event at intervals of not
more than three months. Special meetings of the Board of
Directors may be called by the Chairman or by the President or in
the absence or disability of the Chairman and the President, by a
Vice President, or by any two directors, and may be held at the
time and place designated in the call and notice of the meeting.
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15. Except as otherwise provided by the By-Laws, any item
or business may be transacted at any meeting of the Board of
Directors, whether or not such item of business shall have been
specified in the notice of meeting. Where notice of any meeting
of the Board of Directors is required to be given by the By-
Laws, the Secretary or other officer performing his duties shall
give notice either personally or by telephone or telegraph at
least twenty-four hours before the meeting, or by mail at least
three days before the meeting. Meetings may be held at any time
and place without notice if all the directors are present or if
those not present waive notice in writing either before or after
the meeting.
16. At all meetings of the Board of Directors a majority
of the directors in office shall be requisite for, and shall
constitute, a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by law or by the
Articles of Incorporation, as amended, or by the By-Laws.
17. Any regular or special meeting may be adjourned to
any time or place by a majority of the directors present at the
meeting, whether or not a quorum shall be present at such
meeting, and no notice of the adjourned meeting shall be required
other than announcement at the meeting.
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Committees
18. The Board of Directors may, by the vote of a majority
of the directors in office, create an Executive Committee,
consisting of two or more members, of whom one shall be the chief
executive officer of the Corporation. The other members of the
Executive Committee shall be designated by the Board of Directors
from their number, shall hold office for such period as the Board
of Directors shall determine and may be removed at any time by
the Board of Directors. When a member of the Executive
Committee ceases to be a director, he shall cease to be a member
of the Executive Committee. The Executive Committee shall have
all the powers specifically granted to it by the By-Laws and,
between meetings of the Board of Directors, may also exercise all
the powers of the Board of Directors except such powers as the
Board of Directors may exercise by virtue of Section 11 of the
By-Laws. The Executive Committee shall have no power to revoke
any action taken by the Board of Directors, and shall be subject
to any restriction imposed by law, by the By-Laws, or by the
Board of Directors.
19. The Executive Committee shall cause to be kept
regular minutes of its proceedings, which may be transcribed in
the regular minute book of the Corporation, and all such
proceedings shall be reported to the Board of Directors at its
next succeeding meeting, and the action of the Executive
Committee shall be subject to revision or alteration by the Board
of Directors, provided that no rights which, in the absence of
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such revision of alteration, third persons would have had shall
be affected by such revision or alteration. A majority of the
Executive Committee shall constitute a quorum at any meeting.
The Board of Directors may by vote of a majority of the total
number of directors provided for in Section 10 of the By-Laws
fill any vacancies in the Executive Committee. The Executive
Committee shall designate one of its number as Chairman of the
Executive Committee and may, from time to time, prescribe rules
and regulations for the calling and conduct of meetings of the
Committee, and other matters relating to its procedure and the
exercise of its powers.
20. From time to time the Board of Directors may appoint
any other committee or committees for any purpose or purposes,
which committee or committees shall have such powers and such
tenure of office as shall be specified in the resolution of
appointment. The chief executive officer of the Corporation
shall be a member ex officio of all committees of the Board.
Compensation and Reimbursement of Directors
and Members of the Executive Committee
21. Directors, other than salaried officers of the
Corporation or its affiliates, shall receive compensation and
benefits for their services as directors, at such rate or under
such conditions as shall be fixed from time to time by the Board,
and all directors shall be reimbursed for their reasonable
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expenses, if any, of attendance at each regular or special
meeting of the Board of Directors.
22. Directors, other than salaried officers of the
Corporation or its affiliates, who are members of any committee
of the Board, shall receive compensation for their services as
such members as shall be fixed from time to time by the Board,
and shall be reimbursed for their reasonable expenses, if any, in
attending meetings of the Executive Committee or such other
Committees of the Board and of otherwise performing their duties
as members of such Committees.
Officers
23. The officers of the Corporation shall be chosen by a
vote of a majority of the directors in office and shall be a
President, one or more Vice Presidents, a Treasurer, a Secretary,
and a Comptroller, and may include a Chairman, one or more
Assistant Secretaries, one or more Assistant Treasurers, and one
or more Assistant Comptrollers. If a Chairman shall be chosen,
the Board of Directors shall designate either the Chairman or the
President as chief executive officer of the Corporation. If a
Chairman shall not be chosen, the President shall be the chief
executive officer of the Corporation. The Chairman and a
President who is designated chief executive officer of the
corporation shall be chosen from among the directors. A
President who is not chief executive officer of the Corporation
and none of the other officers need be a director. Neither the
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Comptroller nor any Assistant Comptroller may occupy any other
office. With the above exceptions, any two offices may be
occupied and the duties thereof may be performed by one person,
but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.
24. The salary and other compensation of the chief
executive officer of the Corporation shall be determined from
time to time by the Board of Directors. The salaries and other
compensation of all other officers of the Corporation shall be
determined from time to time by the chief executive officer,
subject to the concurrence of the Chairman.
25. The salary or other compensation of all employees
other than officers of the Corporation shall be fixed by the
chief executive officer of the Corporation or by such other
officer as shall be designated for that purpose by the Board of
Directors.
26. The Board of Directors may appoint such officers and
such representatives or agents as shall be deemed necessary, who
shall hold office for such terms, exercise such powers, and
perform such duties as shall be determined from time to time by
the Board of Directors.
27. The officers of the Corporation shall hold office
until the first meeting of the Board of Directors after the next
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succeeding annual meeting of stockholders and until their
respective successors are chosen and qualify. Any officer
elected pursuant to Section 23 of the By-Laws may be removed at
any time, with or without cause, by the vote of a majority of the
directors in office. Any other officer and any representative,
employee or agent of the Corporation may be removed at any time,
with or without cause, by action of the Board of Directors, by
the Executive Committee, or the chief executive officer of the
Corporation, or such other officer as shall have been designated
for that purpose by the chief executive officer of the
Corporation.
The Chairman
28. (a) If a Chairman shall be chosen by the Board of
Directors, he shall preside at all meetings of the Board at which
he shall be present.
(b) If a Chairman shall be chosen by the Board of
Directors and if he shall be designated by the Board as chief
executive officer of the Corporation:
(i)he shall have supervision, direction and
control of the conduct of the business of the
Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee,
if there be one;
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(ii)he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation, and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the
business of the Corporations;
(iii)he may, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-
Laws, attend in person or by substitute or proxy
appointed by him and act and vote on behalf of the
Corporation at all meetings of stockholders of any
corporation in which the Corporation holds stock
and grant any consent, waiver, or power of attorney
in respect of such stock;
(iv)he shall, whenever it may in his opinion be
necessary or appropriate, prescribe the duties of
officers and employees of the Corporation whose
duties are not otherwise defined; and
(v)he shall have such other powers and perform
such other duties as may be prescribed from time to
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time by law, by the By-Laws, or by the Board of
Directors.
(c) If a Chairman shall be chosen by the Board of
Directors and if he shall not be designated by the Board as chief
executive officer of the Corporation.
(i)he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the
business of the Corporation;
(ii)he shall have such other powers and perform
such other duties as may be prescribed from time to
time by law, by the By-Laws, or by the Board of
Directors.
The President
29. (a) If a Chairman shall not be chosen by the Board
of Directors, the President shall preside at all meetings of the
Board at which he shall be present.
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(b) If the President shall be designated by the
Board of Directors as chief executive officer of the Corporation.
(i)he shall have supervision, direction and
control of the conduct of the business of the
Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee
if there be one;
(ii)he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation, and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements, or
other instruments of any nature pertaining to the
business of the Corporation;
(iii)he may, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-
Laws, attend in person or by substitute or proxy
appointed by him and act and vote on behalf of the
Corporation at all meetings of the stockholders of
any corporation in which the Corporation holds
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stock and grant any consent, waiver, or power of
attorney in respect of such stock;
(iv)he shall, whenever it may in his opinion be
necessary or appropriate, prescribe the duties of
officers and employees of the Corporation whose
duties are not otherwise defined; and
(v)he shall have such other powers and perform
such other duties as may be prescribed from time to
time by law, by the By-Laws, or by the Board of
Directors.
(c) If the Chairman shall be designated by the
Board of Directors as chief executive officer of the Corporation,
the President,
(i)shall be the chief operating officer of the
Corporation;
(ii)shall have supervision, direction and control
of the conduct of the business of the Corporation,
in the absence or disability of the Chairman,
subject, however, to the control of the Board of
Directors and the Executive Committee, if there be
one;
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(iii)may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments pertaining to matters which arise
in the ordinary course of business of the
Corporation, and, when authorized by the Board of
Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the
Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the
business of the Corporation;
(iv)at the request or in the absence or disability
of the Chairman, may, unless otherwise directed by
the Board of Directors pursuant to Section 38 of
the By-Laws, attend in person or by substitute or
proxy appointed by him and act and vote on behalf
of the Corporation at all meetings of the
stockholders of any corporation in which the
Corporation holds stock and grant any consent,
waiver or power of attorney in respect of such
stock;
(v)at the request or in the absence or disability
of the Chairman, whenever in his opinion it may be
necessary or appropriate, shall prescribe the
duties of officers and employees of the Corporation
whose duties are not otherwise defined; and
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(vi)shall have such other powers and perform such
other duties as may be prescribed from time to time
by law, by the By-Laws, or by the Board of
Directors.
Vice President
30. (a) The Vice President shall, in the absence or
disability of the President, if the President has been designated
chief executive officer of the Corporation or if the President is
acting pursuant to the provisions of Subsection 29(c)(ii) of the
By-Laws, have supervision, direction and control of the conduct
of the business of the Corporation, subject, however, to the
control of the Directors and the Executive Committee, if there be
one.
(b) He may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other
instruments pertaining to matters which arise in the ordinary
course of business of the Corporation, and when authorized by the
Board of Directors or the Executive Committee, if there be one,
except in cases where the signing thereof shall be expressly
delegated by the Board of Directors or the Executive Committee to
some other officer or agent of the Corporation.
(c) He may, if the President has been designated
chief executive officer of the Corporation or if the President is
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acting pursuant to the provisions of Subsection 29(c)(ii) of the
By-Laws, at the request or in the absence or disability of the
President or in case of the failure of the President to appoint a
substitute or proxy as provided in Subsections 29(b)(iii) and
29(c)(iv) of the By-Laws, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-Laws, attend in
person or by substitute or proxy appointed by him and act and
vote on behalf of the Corporation at all meetings of the
stockholders of any corporation in which the Corporation holds
stock and grant any consent, waiver or power of attorney in
respect of such stock.
(d) He shall have such other powers and perform
such other duties as may be prescribed from time to time by law,
by the By-Laws, or by the Board of Directors.
(e) If there be more than one Vice President, the
Board of Directors may designate one or more of such Vice
Presidents as an Executive Vice President or a Senior Vice
President. The Board of Directors may assign to such Vice
Presidents their respective duties and may, if the President has
been designated chief executive officer of the Corporation or if
the President is acting pursuant to the provisions of Subsection
29(c)(ii) of the By-Laws, designate the order in which the
respective Vice Presidents shall have supervision, direction and
control of the business of the Corporation in the absence or
disability of the President.
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The Secretary
31. (a) The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in books to
be kept for that purpose; and he shall perform like duties for
the Executive Committee and any other committees created by the
Board of Directors.
(b) He shall give, or cause to be given, notice of
all meetings of the stockholders, the Board of Directors, or the
Executive Committee of which notice is required to be given by
law or by the By-Laws.
(c) He shall have such other powers and perform
such other duties as may be prescribed from time to time by law,
by the By-Laws, or the Board of Directors.
(d) Any records kept by the Secretary shall be the
property of the Corporation and shall be restored to the Corpora-
tion in case of his death, resignation, retirement or removal
from office.
(e) He shall be the custodian of the seal of the
Corporation and, pursuant to Section 45 of the By-Laws and in
other instances where the execution of documents on behalf of the
Corporation is authorized by the By-Laws or by the Board of
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Directors, may affix the seal to all instruments requiring it and
attest the ensealing and the execution of such instruments.
(f) He shall have control of the stock ledger,
stock certificate book and all books containing minutes of any
meeting of the stockholders, Board of Directors, or Executive
Committee or other committee created by the Board of Directors,
and of all formal records and documents relating to the corporate
affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretar-
ies shall assist the Secretary in the performance of his duties,
shall exercise his powers and duties at his request or in his
absence or disability, and shall exercise such other powers and
duties as may be prescribed by the Board of Directors.
The Treasurer
32. (a) The Treasurer shall be responsible for the
safekeeping of the corporate funds and securities of the Corpora-
tion, and shall maintain and keep in his custody full and
accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and
other funds of the Corporation in the name and to the credit of
the Corporation, in such depositories as may be designated by the
Board of Directors.
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<PAGE>
(b) He shall disburse the funds of the Corporation
in such manner as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements.
(c) Pursuant to Section 45 of the By-Laws, he may,
when authorized by the Board of Directors, affix the seal to all
instruments requiring it and shall attest the ensealing and
execution of said instruments.
(d) He shall exhibit at all reasonable times his
accounts and records to any director of the Corporation upon
application during business hours at the office of the
Corporation where such accounts and records are kept.
(e) He shall render an account of all his
transactions as Treasurer at all regular meetings of the Board of
Directors, or whenever the Board may require it, and at such
other times as may be requested by the Board or by any director
of the Corporation.
(f) If required by the Board of Directors, he shall
give the Corporation a bond, the premium on which shall be paid
by the Corporation, in such form and amount and with such surety
or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of his office, and for the
restoration to the Corporation in case of his death, resignation,
retirement or removal from office, of all books, papers,
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vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.
(g) He shall perform all duties generally incident
to the office of Treasurer, and shall have other powers and
duties as from time to time may be prescribed by law, by the By-
Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers
shall assist the Treasurer in the performance of his duties,
shall exercise his powers and duties at his request or in his
absence or disability, and shall exercise such other powers and
duties as may be prescribed by the Board of Directors. If
required by the Board of Directors, any Assistant Treasurer shall
give the Corporation a bond, the premium on which shall be paid
by the Corporation, similar to that which may be required to be
given by the Treasurer.
Comptroller
33. (a) The Comptroller of the Corporation shall be the
principal accounting officer of the Corporation and shall be
accountable and report directly to the Board of Directors. If
required by the Board of Directors, the Comptroller shall give
the Corporation a bond, the premium on which shall be paid by the
Corporation in such form and amount and with such surety or
sureties as shall be satisfactory to the Board, for the faithful
performance of the duties of his office.
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(b) He shall keep or cause to be kept full and
complete books of account of all operations of the Corporation
and of its assets and liabilities.
(c) He shall have custody of all accounting records
of the Corporation other than the record of receipts and
disbursements and those relating to the deposit or custody of
money or securities of the Corporation, which shall be in the
custody of the Treasurer.
(d) He shall exhibit at all reasonable times his
books of account and records to any director of the Corporation
upon application during business hours at the office of the
Corporation where such books of account and records are kept.
(e) He shall render reports of the operations and
business and of the condition of the finances of the Corporation
at regular meetings of the Board of Directors, and at such other
times as he may be requested by the Board or any director of the
Corporation, and shall render a full financial report at the
annual meeting of the stockholders, if called upon to do so.
(f) He shall receive and keep in his custody an
original copy of each written contract made by or on behalf of
the Corporation.
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<PAGE>
(g) He shall receive periodic reports from the
Treasurer of the Corporation of all receipts and disbursements,
and shall see that correct vouchers are taken for all
disbursements for any purpose.
(h) He shall perform all duties generally incident
to the office of Comptroller, and shall have such other powers
and duties as from time to time may be prescribed by law, by the
By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant
Comptrollers shall assist the Comptroller in the performance of
his duties, shall exercise his powers and duties at his request
or in his absence or disability and shall exercise such other
powers and duties as may be conferred or required by the Board of
Directors. If required by the Board of Directors, any Assistant
Comptroller shall give the Corporation a bond, the premium on
which shall be paid by the Corporation, similar to that which may
be required to be given by the Comptroller.
Vacancies
34. If the office of any director becomes vacant by
reason of death, resignation, retirement, disqualification, or
otherwise, the remaining directors, by the vote of a majority of
those then in office at a meeting, the notice of which shall have
specified the filling of such vacancy as one of its purposes may
choose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurs. If the office of any
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<PAGE>
officer of the Corporation shall become vacant for any reason,
the Board of Directors, at a meeting, the notice of which shall
have specified the filling of such vacancy as one of its
purposes, may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.
Pending action by the Board of Directors at such meeting, the
Board of Directors or the Executive Committee may choose a
successor temporarily to serve as an officer of the Corporation.
Resignations
35. Any officer or any director of the Corporation may
resign at any time, such resignation to be made in writing and
transmitted to the Secretary. Such resignation shall take effect
from the time of its acceptance, unless some time be fixed in the
resignation, and then from that time. Nothing herein shall be
deemed to relieve any officer from liability for breach of any
contract of employment resulting from any such resignation.
Duties of Officers May be Delegated
36. In case of the absence or disability of any officer
of the Corporation, or for any other reason the Board of
Directors may deem sufficient, the Board, by vote of a majority
of the total number of directors provided for in Section 10 of
the By-Laws may, notwithstanding any provisions of the By-Laws,
delegate or assign, for the time being, the powers or duties, or
any of them, of such officer to any other officer or to any
director.
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<PAGE>
Indemnification of Directors, Officers and Employees
37. (a) A director shall not be personally liable for
monetary damages as such for any action taken, or any failure to
take any action, unless the director has breached or failed to
perform the duties of his office under the General Corporation
Law of the State of Delaware, and the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness. The provisions of this subsection (a) shall not
apply to the responsibility or liability of a director pursuant
to any criminal statute, or the liability of a director for the
payment of taxes pursuant to local, state or federal law.
(b) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, whether
formal or informal, and whether brought by or in the right of the
Corporation or otherwise, by reason of the fact that he was a
director, officer or employee of the Corporation (and may
indemnify any person who was an agent of the Corporation), or a
person serving at the request of the Corporation as a director,
officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including
without limitation indemnification against expenses (including
attorneys' fees and disbursements), damages, punitive damages,
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<PAGE>
judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such proceeding unless the act or failure to act giving rise
to the claim for indemnification is finally determined by a court
to have constituted willful misconduct or recklessness.
(c) The Corporation shall pay the expenses
(including attorneys' fees and disbursements) actually and
reasonably incurred in defending a civil or criminal action, suit
or proceeding on behalf of any person entitled to indemnification
under subsection (b) in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation, and
may pay such expenses in advance on behalf of any agent on
receipt of a similar undertaking. The financial ability of such
person to make such repayment shall not be a prerequisite to the
making of an advance.
(d) For purposes of this Section: (i) the
Corporation shall be deemed to have requested an officer,
director, employee or agent to serve as fiduciary with respect to
an employee benefit plan where the performance by such person of
duties to the Corporation also imposes duties on, or otherwise
involves services by, such person of duties to the Corporation
also imposes duties on, or otherwise involves services by, such
person as a fiduciary with respect to the plan; (ii) excise taxes
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<PAGE>
assessed with respect to any transaction with an employee benefit
plan shall be deemed "fines"; and (iii) action taken or omitted
by such person with respect to any employee benefit plan in the
performance of duties for a purpose reasonably believed to be in
the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the
best interests of the Corporation.
(e) To further effect, satisfy or secure the
indemnification obligations provided herein or otherwise, the
Corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification
agreements, pledge or grant a security interest in any assets or
properties of the Corporation, or use any other mechanism or
arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the Board of Directors shall
deem appropriate.
(f) All rights of indemnification under this
Section shall be deemed a contract between the Corporation and
the person entitled to indemnification under this Section
pursuant to which the Corporation and each such person intend to
be legally bound. Any repeal, amendment or modification hereof
shall be prospective only and shall not limit, but may expand,
any rights or obligations in respect of any proceeding whether
commenced prior to or after such change to the extent such
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<PAGE>
proceeding pertains to actions or failures to act occurring prior
to such change.
(g) The indemnification, as authorized by this
Section, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any statute, agreement, vote of
shareholder, or disinterested directors or otherwise, both as to
action in an official capacity and as to action in any other
capacity while holding such office. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters
arising prior to such time, and shall inure to the benefit of the
heirs, executors and administrators of such person.
Stock of Other Corporations
38. The Board of Directors may authorize any director,
officer or other person on behalf of the Corporation to attend,
act and vote at meetings of the stockholders of any corporation
in which the Corporation shall hold stock, and to exercise
thereat any and all of the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such
meetings and calls therefor.
Certificate of Stock
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<PAGE>
39. The certificates of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as
they are issued. They shall exhibit the holder's name and number
of shares and may include his address. No fractional shares of
stock shall be issued. Certificates of stock shall be signed by
the Chairman, President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the Corporation.
Where any certificate of stock is signed by a transfer agent or
transfer clerk, who may be but need not be an officer or employee
of the Corporation, and by a registrar, the signature of any such
Chairman, President, Vice President, Secretary, Assistant
Secretary, Treasurer, or Assistant Treasurer upon such
certificate who shall have ceased to be such before such
certificate of stock is issued, it may be issued by the
Corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.
Transfer of Stock
40. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of
the certificate therefor.
Fixing of Record Date
41. The Board of Directors is hereby authorized to fix a
time, not exceeding fifty (50) days preceding the date of any
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<PAGE>
meeting of stockholders or the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery
of evidences of rights or evidences of interests arising out of
any change, conversion or exchange of capital stock, as a record
time for the determination of the stockholders entitled to notice
of and to vote at such meeting or entitled to receive any such
dividend, distribution, rights or interests as the case may be;
and all persons who are holders of record of capital stock at the
time so fixed and no others, shall be entitled to notice of and
to vote at such meeting, and only stockholders of record at such
time shall be entitled to receive any such notice, dividend,
distribution, rights or interests.
Registered Stockholders
42. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the
part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by statutes of
the State of Delaware.
Lost Certificates
43. Any person claiming a certificate of stock to be lost
or destroyed shall make an affidavit or affirmation of that fact,
whereupon a new certificate may be issued of the same tenor and
for the same number of shares as the one alleged to be lost or
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<PAGE>
destroyed; provided, however, that the Board of Directors may
require, as a condition to the issuance of a new certificate, the
payment of the reasonable expenses of such issuance or the
furnishing of a bond of indemnity in such form and amount and
with such surety or sureties, or without surety, as the Board of
Directors shall determine, or both the payment of such expenses
and the furnishing of such bond, and may also require the
advertisement of such loss in such manner as the Board of
Directors may prescribe.
Inspection of Books
44. The Board of Directors may determine whether and to
what extent, and at what time the places and under what
conditions and regulations, the accounts and books of the
Corporation (other than the books required by statute to be open
to the inspection of stockholders), or any of them, shall be
open to the inspection of stockholders, and no stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as such right may be conferred by statutes of
the State of Delaware or by the By-Laws or by resolution of the
Board of Directors or of the stockholders.
Checks, Notes, Bonds and Other Instruments
45. A. All checks or demands for money and notes of the
Corporation shall be signed by such person or persons (who may
but need not be an officer of officers of the Corporation) as the
Board of Directors may from time to time designate, either
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<PAGE>
directly or through such officers of the Corporation as shall, by
resolution of the Board of Directors, be authorized to designate
such person or persons. If authorized by the Board of Directors,
the signatures of such persons, or any of them, upon any checks
for the payment of money may be made by engraving, lithographing
or printing thereon a facsimile of such signatures, in lieu of
actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and
effect as if such persons had actually signed the same.
B. All bonds, mortgages and other instruments
requiring a seal, when required in connection with matters which
arise in the ordinary course of business or when authorized by
the Board of Directors, shall be executed on behalf of the
Corporation by the Chairman or the President or a Vice President,
and the seal of the Corporation shall be thereupon affixed by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, who shall, when required, attest the
ensealing and execution of said instrument. If authorized by the
Board of Directors, a facsimile of the seal may be employed and
such facsimile of the seal may be engraved, lithographed or
printed and shall have the same force and effect as an impressed
seal. If authorized by the Board of Directors, the signatures of
the Chairman or the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or
Assistant Treasurer upon any engraved, lithographed or printed
bonds, debentures, notes or other instruments may be made by
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<PAGE>
engraving, lithographing or printing thereon a facsimile of such
signatures, in lieu of actual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall
have the same force and effect as if such officers had actually
signed the same. In case any officer who has signed, or whose
facsimile signature appears on, any such bonds, debentures, notes
or other instruments shall cease to be such officer before such
bonds, debentures, notes or other instruments shall have been
delivered by the Corporation, such bonds, debentures, notes or
other instruments may nevertheless be adopted by the Corporation
and be issued and delivered as though the person who signed the
same, or whose facsimile signature appears thereon, had not
ceased to be such officer of the Corporation.
Receipts for Securities
46. All receipts for stocks, bonds or other securities
received by the Corporation shall be signed by the Treasurer or
an Assistant Treasurer, or by such other person or persons as the
Board of Directors or Executive Committee shall designate.
Fiscal Year
47. The fiscal year shall begin the first day of January
in each year.
Dividends
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<PAGE>
48. (a) Dividends in the form of cash or securities,
upon the capital stock of the Corporation, to the extent
permitted by law may be declared by the Board of Directors at any
regular or special meeting.
(b) The Board of Directors shall have power to fix
and determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, and if
any, what part of any, surplus of the Corporation shall be
declared as dividends; to determine the date or dates for the
declaration and payment or distribution of dividends; and, before
payment of any dividend or the making of any distribution to set
aside out of the surplus of the Corporation such amount or
amounts as the Board of Directors from time to time, in its
absolute discretion, may think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other
purpose as it shall deem to be in the interest of the
Corporation.
Directors' Annual Statement
49. The Board of Directors shall present or cause to be
presented at each annual meeting of stockholders, and when called
for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and
condition of the Corporation.
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<PAGE>
Notices
50. (a) Whenever under the provisions of the By-Laws
notice is required to be given to any director, officer of
stockholder, it shall not be construed to require personal
notice, but, except as otherwise specifically provided, such
notice may be given in writing, by mail, by depositing a copy of
the same in a post office, letter box or mail chute, maintained
by the United States Postal Service, postage prepaid, addressed
to such stockholder, officer or director, at his address as the
same appears on the books of the Corporation.
(b) A stockholder, director or officer may waive in
writing any notice required to be given to him by law or by the
By-Laws.
Participation in Meetings by Telephone
51. At any meeting of the Board of Directors or the
Executive Committee or any other committee designated by the
Board of Directors, one or more directors may participate in such
meeting in lieu of attendance in person by means of the
conference telephone or similar communications equipment by means
of which all persons participating in the meeting will be able to
hear and speak.
Oath of Judges of Election
52. The judges of election appointed to act at any
meeting of the stockholders shall, before entering upon the
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<PAGE>
discharge of their duties, be sworn faithfully to execute the
duties of judge at such meeting with strict impartiality and
according to the best of their ability.
Amendments
53. The By-Laws may be altered or amended by the
affirmative vote of the holders of a majority of the capital
stock represented and entitled to vote at a meeting of the
stockholders duly held, provided that the notice of such meeting
shall have included notice of such proposed amendment. The By-
Laws may also be altered or amended by the affirmative vote of a
majority of the directors in office at a meeting of the Board of
Directors, the notice of which shall have included notice of the
proposed amendment. In the event of the adoption, amendment, or
repeal of any By-Law by the Board of Directors pursuant to this
Section, there shall be set forth in the notice of the next
meeting of stockholders for the election of directors the By-Law
so adopted, amended, or repealed together with a concise
statement of the changes made. By the affirmative vote of the
holders of a majority of the capital stock represented and
entitled to vote at such meeting, the By-Laws may, without
further notice, be altered or amended by amending or repealing
such action by the Board of Directors.
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<PAGE>
MORTGAGE
JERSEY CENTRAL POWER & LIGHT COMPANY
to
IBJ SCHRODER BANK & TRUST COMPANY,
Successor Trustee
FORTY-NINTH SUPPLEMENTAL INDENTURE
Dated as of October 1, 1993
This instrument prepared by:
/s/ Vincent J. Murphy
Vincent J. Murphy, Esq.
<PAGE>
TABLE CONTENTS
Page
PARTIES 1
RECITALS 1
GRANT 4
EXCEPTED PROPERTY 5
GENERAL SUBJECT CLAUSES 5
ARTICLE I.
CREATION, DESCRIPTION AND FORM OF THE 2025 SERIES BONDS
SECTION 1.01. Creation of 2025 Series Bonds 6
SECTION 1.02. No limitation on principal amount of
2025 Series Bonds 6
SECTION 1.03. $150,000,000 of 2025 Series Bonds
issuable 6
SECTION 1.04. Dating, maturity and payment of principal
and interest of 2025 Series Bonds 6
SECTION 1.05. Notice of regular redemption and regular
redemption prices 7
SECTION 1.06. Notice of special redemption and special
redemption prices 8
SECTION 1.07. Denominations of 2025 Series Bonds 9
SECTION 1.08. Form of face of 2025 Series Bonds 9
Form of reverse of 2025 Series Bonds 11
ARTICLE II.
COVENANTS OF THE COMPANY
SECTION 2.01. Covenant with respect to "minimum
provision for depreciation" 15
SECTION 2.02. Covenants with respect to periodic
examination of mortgaged property,
issuance and deposit of additional
prior lien bonds, "net earnings
certificate" and sinking fund 15
<PAGE>
Page
SECTION 2.03. Covenants with respect to restriction
on payment of dividends 16
ARTICLE III.
CONCERNING THE TRUSTEE
SECTION 3.01. Acceptance by Trustee of property in
Trust 16
SECTION 3.02. Recitals by Company 16
ARTICLE IV.
MISCELLANEOUS
SECTION 4.01. Meaning of Certain Terms 16
SECTION 4.02. Original Indenture and Supplemental
Indentures Ratified and Confirmed 16
SECTION 4.03. Execution in Counterparts 17
TESTIMONIUM 17
SIGNATURES AND SEALS 17
ACKNOWLEDGMENTS 19
CERTIFICATE OF RESIDENCE 23
<PAGE>
MORTGAGE
FORTY-NINTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of October,
1993, made and entered into by and between JERSEY CENTRAL POWER & LIGHT
COMPANY, a corporation organized and existing under the laws of the State of
New Jersey (hereinafter called the "Company"), party of the first part, and
IBJ SCHRODER BANK & TRUST COMPANY, a banking corporation of the State of New
York, with its principal corporate trust office at One State Street, New York,
New York, 10004, as Successor Trustee under the Original Indenture hereinafter
mentioned (the Successor Trustee being hereinafter sometimes called
"Trustee"), party of the second part.
WHEREAS, the Company has heretofore executed and delivered to City Bank
Farmers Trust Company an Indenture dated as of March 1, 1946 (hereinafter
called the "Original Indenture"), to secure the principal of and the interest
and premium (if any) on all bonds at any time issued and outstanding
thereunder, to declare the terms and conditions upon which bonds are to be
issued thereunder and to subject to the lien thereof certain property therein
described; and
WHEREAS, IBJ Schroder Bank & Trust Company is now acting as Successor
Trustee under the Original Indenture and the indentures supplemental thereto
hereinafter enumerated; and
WHEREAS, the Original Indenture has heretofore been supplemented by a
First Supplemental Indenture dated as of December 1, 1948, a Second
Supplemental Indenture dated as of April 1, 1953, a Third Supplemental
Indenture dated as of June 1, 1954, a Fourth Supplemental Indenture dated as
of May 1, 1955, a Fifth Supplemental Indenture dated as of August 1, 1956, a
Sixth Supplemental Indenture dated as of July 1, 1957, a Seventh Supplemental
Indenture dated as of July 1, 1959, an Eighth Supplemental Indenture dated as
of June 1, 1960, a Ninth Supplemental Indenture dated as of November 1, 1962,
a Tenth Supplemental Indenture dated as of October 1, 1963, an Eleventh
Supplemental Indenture dated as of October 1, 1964, a Twelfth Supplemental
Indenture dated as of November 1, 1965, a Thirteenth Supplemental Indenture
dated as of August 1, 1966, a Fourteenth Supplemental Indenture dated as of
September 1, 1967, a Fifteenth Supplemental Indenture dated as of October 1,
1968, a Sixteenth Supplemental Indenture dated as of October 1, 1969, a
Seventeenth Supplemental Indenture dated as of June 1, 1970, an Eighteenth
Supplemental Indenture dated as of December 1, 1970, a Nineteenth Supplemental
Indenture dated as of February 1, 1971, a Twentieth Supplemental Indenture
dated as of November 1, 1971, a Twenty-first Supplemental Indenture dated as
of August 1, 1972, a Twenty-second Supplemental Indenture dated as of August
1, 1973, a Twenty-third Supplemental Indenture dated as of October 1, 1973, a
Twenty-fourth Supplemental Indenture dated as of December 1, 1973, a
Twenty-fifth Supplemental Indenture dated as of November 1, 1974, a
Twenty-sixth Supplemental Indenture dated as of March 1, 1975, a
Twenty-seventh Supplemental Indenture dated as of July 1, 1975, a
Twenty-eighth Supplemental Indenture dated as of October 1, 1975, a
Twenty-ninth Supplemental Indenture dated as of February 1, 1976, a
Supplemental Indenture No. 29A dated as of May 31, 1976, a Thirtieth
Supplemental Indenture dated as of June 1, 1976, a Thirty-first Supplemental
Indenture dated as of May 1, 1977, a Thirty-second Supplemental Indenture
dated as of January 20, 1978, a Thirty-third Supplemental
<PAGE>
Indenture dated as of January 1, 1979, a Thirty-fourth Supplemental Indenture
dated as of June 1, 1979, a Thirty-fifth Supplemental Indenture dated as of
June 15, 1979, a Thirty-sixth Supplemental Indenture dated as of October 1,
1979, a Thirty-seventh Supplemental Indenture dated as of September 1, 1984, a
Thirty-eighth Supplemental Indenture dated as of July 1, 1985, a Thirty-ninth
Supplemental Indenture dated as of April 1, 1988, a Fortieth Supplemental
Indenture dated as of June 14, 1988, a Forty-first Supplemental Indenture
dated as of April 1, 1989, a Forty-second Supplemental Indenture dated as of
July 1, 1989, a Forty-third Supplemental Indenture dated as of March 1, 1991,
a Forty-fourth Supplemental Indenture dated as of March 1, 1992, a Forty-
fifth Supplemental Indenture dated as of October 1, 1992, a Forty-sixth
Supplemental Indenture dated as of April 1, 1993, a Forty-seventh Supplemental
Indenture dated as of April 10, 1993 and a Forty-eighth Supplemental Indenture
dated as of April 15, 1993 (hereinafter respectively called "First
Supplemental Indenture," "Second Supplemental Indenture," "Third Supplemental
Indenture," "Fourth Supplemental Indenture," "Fifth Supplemental Indenture,"
"Sixth Supplemental Indenture," "Seventh Supplemental Indenture," "Eighth
Supplemental Indenture," "Ninth Supplemental Indenture," "Tenth Supplemental
Indenture," "Eleventh Supplemental Indenture," "Twelfth Supplemental
Indenture," "Thirteenth Supplemental Indenture," "Fourteenth Supplemental
Indenture," "Fifteenth Supplemental Indenture," "Sixteenth Supplemental
Indenture," "Seventeenth Supplemental Indenture," "Eighteenth Supplemental
Indenture," "Nineteenth Supplemental Indenture," "Twentieth Supplemental
Indenture," "Twenty-first Supplemental Indenture," "Twenty-second Supplemental
Indenture," "Twenty-third Supplemental Indenture," "Twenty-fourth Supplemental
Indenture," "Twenty-fifth Supplemental Indenture," "Twenty-sixth Supplemental
Indenture," "Twenty-seventh Supplemental Indenture," "Twenty-eighth
Supplemental Indenture," "Twenty-ninth Supplemental Indenture," "Supplemental
Indenture No. 29A," "Thirtieth Supplemental Indenture," "Thirty-first
Supplemental Indenture," "Thirty-second Supplemental Indenture," "Thirty-third
Supplemental Indenture," "Thirty-fourth Supplemental Indenture," "Thirty-fifth
Supplemental Indenture," "Thirty-sixth Supplemental Indenture,"
"Thirty-seventh Supplemental Indenture," "Thirty-eighth Supplemental
Indenture," "Thirty-ninth Supplemental Indenture," "Fortieth Supplemental
Indenture," "Forty-first Supplemental Indenture," "Forty-second Supplemental
Indenture," "Forty-third Supplemental Indenture," "Forty-fourth Supplemental
Indenture," "Forty-fifth Supplemental Indenture," "Forty-sixth Supplemental
Indenture," "Forty-seventh Supplemental Indenture," and "Forty-eighth
Supplemental Indenture" collectively called "the Supplemental Indentures"),
for the purposes therein expressed; and
WHEREAS, the Original Indenture has been recorded in the proper
recording offices of the following counties in the State of New Jersey and the
Commonwealth of Pennsylvania in Books of Mortgages at the pages respectively
stated as follows:
2
<PAGE>
NEW JERSEY
Mortgage
County Book Page
Burlington 360 1 &c
Camden 2423 37 &c
Essex I-103 155 &c
Hunterdon 439 284 &c
Mercer 732 280 &c
Middlesex 871 101 &c
Monmouth 1365 1 &c
Morris Z-16 1 &c
Ocean 385 33 &c
Passaic B-24 1 &c
Somerset 386 1 &c
Sussex 394 148 &c
Union 1474 1 &c
Warren 279 191 &c
PENNSYLVANIA
Armstrong 213 421 &c
Bucks 2133 151 &c
Dauphin N52 1 &c
Indiana 200 371 &c
Northampton 1159 1 &c
; and
WHEREAS, the Supplemental Indentures have been recorded in the proper
recording offices of the appropriate counties in the State of New Jersey and
the Commonwealth of Pennsylvania; and
WHEREAS, the Company, in accordance with the provisions of the Original
Indenture, desires by this Supplemental Indenture to create a new series of
bonds to be issued under the Original Indenture (such series to be designated
as 6 3/4% Series due 2025 and being hereinafter sometimes referred to as the
"2025 Series"), and to describe, insofar as the same is permitted by the
Original Indenture, the form of and certain other matters with respect to the
bonds of such series (hereinafter sometimes called the "2025 Series Bonds"),
and to provide for the issue thereof as fully registered bonds without
coupons; and
WHEREAS, the Original Indenture authorizes the Company and the Trustee
to enter into supplemental indentures for the purpose, among others, of
conveying, transferring and assigning to the Trustee, and subjecting to the
lien thereof, additional properties thereafter acquired by the Company; and
3
<PAGE>
WHEREAS, by the provisions of Article XVII of the Original Indenture,
indentures supplemental to the Original Indenture may be executed and
delivered for the purpose of setting forth the terms, provisions and form of
the 2025 Series Bonds and supplementing the Original Indenture in a manner
which is not inconsistent with the provisions thereof and does not adversely
affect the interests nor modify the rights of outstanding bonds and for the
other purposes therein more fully set forth; and
WHEREAS, the Original Indenture, as the same may be amended or
supplemented from time to time by indentures supplemental thereto, is
hereinafter referred to as "the Indenture"; and
WHEREAS, the Company desires to subject specifically to the lien of the
Indenture certain property acquired by the Company since the date of the
Forty-eighth Supplemental Indenture; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate action of its Board of Directors, the
New Jersey Board of Regulatory Commissioners and the United States Securities
and Exchange Commission, has fully resolved and determined to make, execute
and deliver to the Trustee a Forty-ninth Supplemental Indenture in the form
hereof for the purposes herein provided; and
WHEREAS, the Company represents that all conditions and requirements
necessary to make this Forty-ninth Supplemental Indenture, in the form and
upon the terms hereof, a valid, binding and legal instrument, in accordance
with its terms, and for the purposes herein expressed, have been done,
performed and fulfilled, and the execution and delivery hereof, in the form
and upon the terms hereof, have been in all respects duly authorized.
NOW THEREFORE, THIS FORTY-NINTH SUPPLEMENTAL INDENTURE WITNESSETH: That
Jersey Central Power & Light Company, in consideration of the premises, and
the execution and delivery by the Trustee of this Forty-ninth Supplemental
Indenture and for other good and valuable considerations, receipt of which is
hereby acknowledged, has granted, bargained, sold, aliened, enfeoffed,
released, conveyed, mortgaged, assigned, transferred, pledged, set over and
confirmed, and by these presents does grant, bargain, sell, alien, enfeoff,
release, convey, mortgage, assign, transfer, pledge, set over and confirm unto
IBJ Schroder Bank & Trust Company, as Successor Trustee as aforesaid, and to
its successors in the trust created by the Original Indenture and to its and
their successors and assigns forever, all the following properties of the
Company, that is to say:
FIRST
All property additions, as defined in and by Section 1.03 of the
Original Indenture, acquired by the Company on or after April 15, 1993, and
prior to October 1, 1993, and now owned by the Company.
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SECOND
Also all property of the character and nature specified in the "Second,"
"Third," "Fourth," "Fifth," and "Sixth" subdivisions of the granting clauses
of the Original Indenture.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this Forty-ninth
Supplemental Indenture and from the lien and operation of the Indenture, all
property which, prior to the date of this Forty-ninth Supplemental Indenture,
shall have been released from the lien of, or disposed of by the Company in
accordance with the provisions of the Indenture; and all the tracts or parcels
of land and premises and all property of every kind and type excepted and
excluded from, and not heretofore or hereby expressly subjected to, the lien
of the Original Indenture by the terms thereof whether such property was owned
by the Company at the date thereof or has been acquired since that date.
SUBJECT, HOWEVER, except as otherwise expressly provided in this Forty-
ninth Supplemental Indenture, to the exceptions, reservations and matters
recited in the Indenture, to the reservations, exceptions, limitations and
restrictions contained in the several deeds, grants, franchises and contracts
or other instruments through which the Company acquired or claims title to the
aforesaid property; and subject also to existing leases, to liens on easements
or rights-of-way for transmission or distribution line purposes, to taxes and
assessments not in default, to easements for alleys, streets, highways,
rights-of-way and railroads that may run across or encroach upon said lands,
to joint pole and similar agreements, to undetermined liens and charges, if
any, incidental to the construction and other permissible encumbrances, as
defined in the Original Indenture, and subject also to the provisions of
Section 13.03 of the Original Indenture.
In trust, nevertheless, upon the terms and trusts set forth in the
Indenture.
AND THIS FORTY-NINTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH: That
the Company, for the considerations aforesaid, hereby covenants and agrees to
and with the Trustee and its successors in the trust under the Indenture, as
follows:
ARTICLE I.
CREATION, DESCRIPTION AND FORM OF THE 2025 SERIES BONDS.
SECTION 1.01. The Company hereby creates a series of bonds to be issued
under and secured by the Indenture, which shall be designated as "First
Mortgage Bonds, 6 3/4% Series due 2025".
SECTION 1.02. The principal amount of 2025 Series Bonds which may be
authenticated and delivered is not limited except as provided in the
Indenture.
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SECTION 1.03. An aggregate principal amount of One Hundred Fifty
Million Dollars ($150,000,000) of 2025 Series Bonds, being the initial issue
thereof, may forthwith be executed by the Company and delivered to the Trustee
and shall be authenticated by the Trustee and delivered (either before or
after the filing or recording hereof) to or upon the order of the designated
officer or officers of the Company upon receipt by the Trustee of the cash,
resolutions, certificates, opinions and documents required to be delivered
upon the issue of bonds as provided in the Indenture.
SECTION 1.04. Each 2025 Series Bond shall be dated the date of its
authentication and shall bear interest from such date or from the most recent
interest payment date to which interest has been paid or duly provided for
with respect to the 2025 Series Bonds, except that so long as there is no
existing default in the payment of interest on the 2025 Series Bonds, any 2025
Series Bond authenticated by the Trustee between the record date (as
hereinafter defined) for any interest payment date and such interest payment
date shall bear interest from such interest payment date; provided, however,
that if and to the extent the Company shall default in payment of the interest
due on such interest payment date, then any such 2025 Series Bond shall bear
interest from the most recent interest payment date to which interest has been
paid or duly provided for with respect to the 2025 Series Bonds, or, if no
interest has been paid on the 2025 Series Bonds, then from the date of
authentication thereof. All 2025 Series Bonds shall be payable on November 1,
2025 in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts, and
shall bear interest payable in like coin or currency, at the rate of six and
three-quarters per centum (6 3/4%) per annum, payable semi-annually on May 1
and November 1 of each year, beginning May 1, 1994, until maturity, according
to the terms of the 2025 Series Bonds or on prior redemption or by declaration
or otherwise, and at the highest rate of interest borne by any of the bonds
outstanding under the Indenture from such date of maturity until they shall be
paid or payment thereof shall have been duly provided for, and (to the extent
that payment of such interest is enforceable under applicable law) interest on
any overdue installment of interest shall be payable at the highest rate of
interest borne by any of the bonds outstanding under the Indenture on such
date of maturity. The 2025 Series Bonds shall bear interest computed on the
basis of a 360-day year consisting of twelve 30-day months. Principal of and
interest on the 2025 Series Bonds shall be payable at the office or agency of
the Company in the Borough of Manhattan, The City of New York.
The persons in whose names the 2025 Series Bonds are registered at the
close of business on any record date (as hereinafter defined) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date (except that in case of any redemption of the 2025
Series Bonds as provided for herein on a date subsequent to the record date
and prior to such interest payment date, interest on such redeemed bonds shall
be payable only to the date fixed for redemption thereof and only against
surrender of such bonds for redemption in accordance with the notice of such
redemption) notwithstanding the cancellation of any 2025 Series Bonds upon any
registration of transfer or exchange subsequent to the record date and prior
to such interest
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payment date; provided, however, that if, and to the extent, the Company shall
default in the payment of the interest due on any interest payment date, such
defaulted interest shall be paid to the persons in whose names outstanding
2025 Series Bonds are registered on the day immediately preceding the date of
payment of such defaulted interest or, at the election of the Company, on a
subsequent record date established by notice given by mail by or on behalf of
the Company to the holders of 2025 Series Bonds not less than fifteen days
preceding such subsequent record date.
The term "record date" shall mean, with respect to any regular
semi-annual interest payment date, the close of business on the fifteenth day
of the calendar month next preceding such interest payment date (or if such
fifteenth day of the calendar month is not a business day, the next preceding
business day) or, in the case of defaulted interest, the close of business on
any subsequent record date established as provided above.
SECTION 1.05. Prior to October 27, 2003, the 2025 Series Bonds may not
be redeemed by the Company, except as provided in Section 1.06 and except in
connection with any merger or consolidation to which the Company may be a
party if the ratio of (a) the aggregate principal amount of the bonds of the
2025 Series redeemed in connection with any such merger or consolidation to
(b) the aggregate principal amount of the bonds of all series so redeemed does
not exceed the ratio of (i) the aggregate principal amount of the bonds of the
2025 Series outstanding at the time to (ii) the aggregate principal amount of
bonds of all series outstanding at that time. Any such redemption will be
made at 100% of the principal amount thereof, together with accrued interest
to the date of redemption.
On and after October 27, 2003, the 2025 Series Bonds may be redeemed, at
the option of the Company, on any date prior to maturity, as a whole, or from
time to time in part, after notice given as provided in Section 8.02 of the
Original Indenture, published once not less than thirty days and not more than
ninety days before such redemption date, and mailed to each registered holder
of such bonds directed to his registered address not less than thirty days and
not more than ninety days before the redemption date at the Regular Redemption
Price set forth hereinafter, together with accrued interest to the date of
redemption.
If Redeemed If Redeemed
During 12 Months' Regular During 12 Months' Regular
Period Beginning Redemption Period Beginning Redemption
October 27 Price October 27 Price
2003 102.82% 2015 100.00%
2004 102.54% 2016 100.00%
2005 102.25% 2017 100.00%
2006 101.97% 2018 100.00%
2007 101.69% 2019 100.00%
2008 101.41% 2020 100.00%
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2009 101.13% 2021 100.00%
2010 100.85% 2022 100.00%
2011 100.56% 2023 100.00%
2012 100.28% 2024 100.00%
2013 100% 2025 100.00%
2014 100%
SECTION 1.06. The 2025 Series Bonds shall also be redeemable on any
date prior to maturity, as hereinafter specified, on like notice of such
redemption, at the Special Redemption Price of 100% of the principal amount
thereof together with accrued interest to the date of redemption.
Redemption as a whole, but not in part only, at the Special Redemption
Price of 100% of the principal amount thereof, together with accrued interest
to the date of redemption, may be effected, as more fully provided in Section
8.08 of the Original Indenture, in the event (a) that all of the outstanding
common stock of the Company shall be acquired by some governmental body or
instrumentality and the Company elects to redeem all the bonds of all series,
the redemption date in any such event to be not more than one hundred twenty
days after the date on which all said stock is so acquired, or (b) that all or
substantially all of the mortgaged property (constituting bondable property as
defined in the Indenture) which at the time shall be subject to the lien of
the Indenture as a first lien shall be released from the lien of the Indenture
pursuant to the provisions thereof, and available moneys in the hands of the
Trustee, including any moneys deposited by the Company for the purpose, are
sufficient to redeem all the bonds of all series at the redemption prices
(together with accrued interest to the date of redemption) specified therein
applicable to the redemption thereof upon the happening of such event.
Redemption as a whole or from time to time in part at the above Special
Redemption Price may also be effected out of cash deposited pursuant to
Sections 5.06, 5.07 and 5.22 of the Original Indenture and Section 2.03 of the
Seventh Supplemental Indenture, the premium, if any, and accrued interest in
case of any such redemption to be provided for by the Company pursuant to the
provisions of Section 8.07 of the Original Indenture; provided, however, that
on any such redemption the portion of such cash applied to the redemption of
the 2025 Series Bonds at the Special Redemption Price shall not exceed that
fraction of such cash which is equal to the ratio of (i) the aggregate
principal amount of the 2025 Series Bonds outstanding at the time to (ii) the
aggregate principal amount of bonds of all series outstanding at that time.
Any notice of redemption of 2025 Series Bonds out of cash deposited
pursuant to said Sections 5.06, 5.07, 5.22 and 2.03 shall state that the
redemption is to be effected out of cash deposited pursuant to Section 5.06,
Section 5.07, Section 5.22 or Section 2.03, as the case may be.
SECTION 1.07. The 2025 Series Bonds shall be issuable only as fully
registered bonds in the denominations of $1,000 and any integral multiple of
$1,000. The 2025 Series Bonds shall be exchangeable (upon payment of any
charges
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payable under Section 2.03 of the Original Indenture) at the option of the
holders thereof, for a like aggregate principal amount of 2025 Series Bonds of
other authorized denominations.
SECTION 1.08. The 2025 Series Bonds shall be substantially in the
following form:
(Form of Face of 2025 Series Bond)
JERSEY CENTRAL POWER & LIGHT COMPANY
(Incorporated under the laws of the State of New Jersey)
First Mortgage Bond, 6 3/4% Series due 2025
$ No.
DUE: November 1, 2025
JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation organized and
existing under the laws of the State of New Jersey (hereinafter called the
"Company"), for value received, hereby promises to pay to
or registered assigns, Dollars on
November 1, 2025, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts, and to pay interest thereon, semi-annually on May 1 and
November 1 of each year, beginning May 1, 1994 at the rate of six and three-
quarters per centum (6 3/4%) per annum, at said office or agency in like coin
or currency, from the date of authentication of this bond or from the most
recent interest payment date to which interest has been paid or duly provided
for with respect to the 2025 Series Bonds (subject to certain exceptions
provided in the Mortgage hereinafter mentioned), until this bond shall mature,
according to its terms or on prior redemption or by declaration or otherwise,
and at the highest rate of interest borne by any of the bonds outstanding
under the Mortgage hereinafter mentioned from such date of maturity of this
bond until this bond shall be paid or the payment hereof shall have been duly
provided for, and (to the extent that payment of such interest is enforceable
under applicable law) to pay interest on any overdue installment of interest
at the highest rate of interest borne by any of the bonds outstanding under
said Mortgage on such date of maturity. The interest so payable on any May 1
or November 1 will, subject to certain exceptions provided in said Mortgage,
be paid to the person in whose name this bond (or the bond or bonds in
exchange or substitution for which this bond was issued) was registered on the
close of business on the fifteenth day of the calendar month next preceding
such May 1 or November 1, or if such fifteenth day of the calendar month is
not a business day, the next preceding business day.
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Reference is hereby made to the further provisions of this bond set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This bond shall not become valid or obligatory for any purpose until IBJ
Schroder Bank & Trust Company, or its successor, as Trustee under the
Mortgage, shall have signed the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY has caused this
bond to be signed in its name by the manual or facsimile signature of its
President or one of its Vice Presidents and its corporate seal, or a facsimile
thereof, to be affixed hereto and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated:
JERSEY CENTRAL POWER & LIGHT COMPANY
By
President
Attest:
By
Secretary
(Form of Reverse of 2025 Series Bonds)
JERSEY CENTRAL POWER & LIGHT COMPANY
(Incorporated under the laws of the State of New Jersey)
First Mortgage Bond, 6 3/4% Series due 2025
DUE: November 1, 2025
This bond is one of an issue of bonds of the Company (herein referred to
as the bonds), not limited in principal amount except as provided in the
Mortgage hereinafter mentioned, issuable in series, which different series may
mature at different times, may bear interest at different rates, and may
otherwise vary as provided in the Mortgage hereinafter mentioned, and is one
of a series known as its First Mortgage Bonds, 6 3/4% Series due 2025 (herein
called Bonds of this
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Series), all bonds of all series issued and to be issued under and equally and
ratably secured (except insofar as any sinking or analogous fund, established
in accordance with the provisions of the Mortgage hereinafter mentioned, may
afford additional security for the bonds of any particular series) by an
Indenture dated as of March 1, 1946, executed by the Company to City Bank
Farmers Trust Company, Trustee (herein, together with any indentures
supplemental thereto, including, but not by way of limitation, the Forty-
ninth Supplemental Indenture, dated as of October 1, 1993, called the
Mortgage), under which IBJ Schroder Bank & Trust Company is Successor Trustee
(herein called Trustee), and to which Mortgage reference is made for a
description of the property mortgaged, the nature and extent of the security,
the rights and limitations of the holders of the bonds and of the Company in
respect thereof, the rights, duties and immunities of the Trustee, and the
terms and conditions upon which the bonds are, and are to be, issued and
secured.
The Mortgage contains provisions permitting the holders of not less than
seventy-five per centum (75%) in principal amount of all the bonds at the time
outstanding, determined and evidenced as provided in the Mortgage, or in case
the rights under the Mortgage of the holders of bonds of one or more, but less
than all, of the series of bonds outstanding shall be affected, the holders of
not less than seventy-five per centum (75%) in principal amount of the
outstanding bonds of such one or more series affected, except that if any such
action would affect the bonds of two or more series, the holders of not less
than seventy-five per centum (75%) in principal amount of outstanding bonds of
such two or more series, which need not include seventy-five per centum (75%)
in principal amount of outstanding bonds of each of such series, determined
and evidenced as provided in the Mortgage, on behalf of the holders of all the
bonds, to waive any past default under the Mortgage and its consequences
except a completed default, as defined in the Mortgage, in respect of the
payment of the principal of or interest on any bond or except a default
arising from the creation of any lien ranking prior to or equal with the lien
of the Mortgage on any of the mortgaged property, subject to the condition
that, in case the rights of the holders of less than all of the series of
bonds outstanding shall be affected, no waiver of any past default or its
consequences shall be effective unless approved by the holders of not less
than a majority of all the bonds at the time outstanding. The Mortgage also
contains provisions permitting the Company and the Trustee, with the consent
of the holders of not less than seventy-five per centum (75%) in principal
amount of all the bonds at the time outstanding, determined and evidenced as
provided in the Mortgage, or in case the rights under the Mortgage of the
holders of bonds of one or more, but less than all, of the series of bonds
outstanding shall be affected, then with the consent of the holders of not
less than seventy-five per centum (75%) in principal amount of the outstanding
bonds of such one or more series affected, except that if any such action
would affect the bonds of two or more series, the holders of not less than
seventy-five per centum (75%) in principal amount of outstanding bonds of such
two or more series, which need not include seventy-five per centum (75%) in
principal amount of outstanding bonds of each of such series, determined and
evidenced as provided in the Mortgage, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Mortgage or modifying in any manner the rights of the
holders of the bonds and coupons thereunto appertaining; provided, however,
that
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no such supplemental indenture shall (i) extend the fixed maturity of any
bonds, or reduce the rate or extend the time of payment of interest thereon,
or reduce the principal amount thereof, or, subject to the provisions of
Sections 10.16 and 10.17 of the Mortgage, limit the right of a bondholder to
institute suit for the enforcement of payment of principal or interest in
accordance with the terms of the bonds, without the consent of the holder of
each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all bonds then outstanding, or (iii)
permit the creation of any lien ranking prior to or equal with the lien of the
Mortgage on any of the mortgaged property without the consent of the holders
of all bonds then outstanding, or (iv) deprive the holder of any outstanding
bond of the lien of the Mortgage on any of the mortgaged property, without the
consent of the holder of each bond which would be so affected. Any such
waiver or consent by the holder of this bond (unless effectively revoked as
provided in the Mortgage) shall be conclusive and binding upon such holder and
upon all future holders of this bond, irrespective of whether or not any
notation of such waiver or consent is made upon this bond.
No reference herein to the Mortgage and no provision of this bond or of
the Mortgage shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this bond
at the time and place and at the rate and in the coin or currency herein
prescribed.
Bonds of this Series are issuable only as fully registered bonds in
denominations of $1,000 and any integral multiple of $1,000. At the office or
agency to be maintained by the Company in said Borough of Manhattan and in the
manner and subject to the limitations provided in the Mortgage, Bonds of this
Series may be exchanged for a like aggregate principal amount of Bonds of this
Series of other authorized denominations without charge except for any tax or
taxes or other governmental charges incident to any transfer thereof.
Bonds of this Series shall be redeemable prior to maturity as described
below:
Prior to October 27, 2003, the Bonds of this Series may not be redeemed
by the Company, except as provided below and except in connection with any
merger or consolidation to which the Company may be a party if the ratio of
(a) the aggregate principal amount of the Bonds of this Series redeemed in
connection with any such merger or consolidation to (b) the aggregate
principal amount of the bonds of all series so redeemed does not exceed the
ratio of (i) the aggregate principal amount of the Bonds of this Series
outstanding at the time to (ii) the aggregate principal amount of bonds of all
series outstanding at that time. Any such redemption will be made at 100% of
the principal amount thereof, together with accrued interest to the date of
redemption.
On and after October 27, 2003, the Bonds of this Series may be redeemed,
at the option of the Company, on any date prior to maturity, as a whole, or
from time to time in part, after notice published once not less than thirty
days and
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not more than ninety days before such redemption date and mailed to each
registered holder of such bonds directed to his registered address not less
than thirty days and not more than ninety days before the redemption date, at
the Regular Redemption Price set forth hereinafter, together with accrued
interest to the date of redemption.
(There will be inserted here a composite of the
Tables of redemption prices and corresponding dates
as is set forth in this Supplemental Indenture under
Article I, Section 1.05)
Bonds of this Series shall also be redeemable on any date prior to
maturity, as hereinafter specified, on publication and mailing of like notice
of such redemption, at the Special Redemption Price of 100% of the principal
amount thereof, together with accrued interest to the date of redemption.
Bonds of this Series shall be redeemable as a whole, but not in part, at
the Special Redemption Price of 100% of the principal amount thereof, together
with accrued interest to the date of redemption, on any date prior to
maturity, in the event (a) that all of the outstanding common stock of the
Company shall be acquired by some governmental body or instrumentality and the
Company elects to redeem all the bonds of all series, the redemption date in
any such event to be not more than one hundred twenty days after the date on
which all said stock is so acquired, or (b) that all or substantially all of
the mortgaged property (constituting bondable property as defined in the
Mortgage) which at the time shall be subject to the lien of the Mortgage as a
first lien shall be released from the lien of the Mortgage pursuant to the
provisions thereof, and available moneys in the hands of IBJ Schroder Bank &
Trust Company, or its successor, as Trustee, including any moneys deposited by
the Company for the purpose, are sufficient to redeem all the bonds of all
series at the redemption prices (together with accrued interest to the date of
redemption) specified therein applicable to the redemption thereof upon the
happening of such event.
Redemption of the Bonds of this Series as a whole, or from time to time
in part, at said Special Redemption Price may also be effected out of cash
deposited pursuant to Sections 5.06, 5.07 and 5.22 of the aforesaid Indenture
dated as of March 1, 1946, and Section 2.03 of the Seventh Supplemental
Indenture dated as of July 1, 1959, the premium, if any, and accrued interest
in case of any such redemption to be paid out of cash deposited by the Company
for the purpose.
The Mortgage provides that any notice of redemption of bonds may state
that it is subject to the receipt of the redemption moneys by the Trustee
before the date fixed for redemption and such notice shall be of no effect
unless such moneys are received before such date.
The Mortgage provides that if the Company shall deposit with IBJ
Schroder Bank & Trust Company, or its successor, as Trustee in trust for the
purpose, funds sufficient to pay the principal of all the bonds of any series,
or such
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of the bonds of any series as have been or are to be called for redemption
(including any portions constituting $1,000 or any integral multiple thereof
of fully registered bonds) and premium, if any, thereon, and all interest
payable on such bonds (or portions) to the date on which they become due and
payable at maturity or upon redemption or otherwise, and complies with the
other provisions of the Mortgage in respect thereof, then from the date of
such deposit such bonds (or portions) shall no longer be secured by the lien
of the Mortgage.
The Mortgage provides that, upon any partial redemption of a fully
registered bond, upon surrender thereof endorsed for transfer, new bonds of
the same series and of authorized denominations in principal amount equal to
the unredeemed portion of such fully registered bond will be delivered without
charge in exchange therefor.
The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at
the time set forth in the Mortgage, upon the occurrence of a completed default
as provided in the Mortgage.
This bond is transferable in the manner and subject to the limitations
prescribed in the Mortgage by the registered holder hereof in person, or by
his duly authorized attorney, at the principal office of the Trustee in said
Borough of Manhattan, upon surrender and cancellation of this bond, and upon
payment, if the Company shall require it, of the transfer charges prescribed
in the Mortgage, and thereupon, a new bond or bonds of authorized
denominations of the same series and for the same aggregate principal amount
will be issued to the transferee in exchange herefor as provided in the
Mortgage. Except as otherwise provided herein with respect to the payment of
interest, the Company and the Trustee, any paying agent and any bond registrar
may deem and treat the person in whose name this bond is registered as the
absolute owner hereof, whether or not this bond shall be overdue, for the
purpose of receiving payment and for all other purposes and neither the
Company nor the Trustee nor any paying agent nor any bond registrar shall be
affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement
contained in the Mortgage, or in any bond or coupon thereby secured, or
because of any indebtedness thereby secured, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation under any rule
of law, statute or constitution, or by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise; it being expressly agreed and
understood that the Mortgage, and the obligations thereby secured, are solely
corporate obligations, and that no personal liability whatever shall attach
to, or be incurred by, such incorporators, stockholders, officers or
directors, as such, of the Company or of any successor corporation, or any of
them because of the incurring of the indebtedness thereby authorized or under
or by reason of any of the obligations, covenants or agreements contained in
the Mortgage or in any of the bonds or coupons thereby secured, or implied
therefrom.
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ARTICLE II.
COVENANTS OF THE COMPANY.
SECTION 2.01. The Company covenants and agrees that, so long as any
2025 Series Bonds are outstanding, the defined term "minimum provision for
depreciation" when used with reference to any period of time shall have the
meaning given such term in Section 2.01 of the Second Supplemental Indenture.
SECTION 2.02. The Company covenants and agrees that it will keep and
perform each and all of the covenants and agreements set forth:
(a) in Section 2.05 of the Second Supplemental Indenture,
so long as any 2025 Series Bonds are outstanding, even though the
1983 Series Bonds issued in 1953 are no longer outstanding.
(b) in Section 2.03 of the Fourth Supplemental Indenture,
as amended by Section 3.01 of the Sixth Supplemental Indenture,
so long as any 2025 Series Bonds are outstanding, even though the
1985 Series Bonds and the 1987 Series Bonds are no longer
outstanding.
(c) in Section 2.03 of the Sixth Supplemental Indenture,
so long as any 2025 Series Bonds are outstanding, even though the
1987 Series Bonds are no longer outstanding, and
(d) in Section 2.03 of the Seventh Supplemental Indenture,
with the exception of clause (i) thereof so long as any 2025
Series Bonds are outstanding, even though the 1989 Series Bonds
are no longer outstanding.
SECTION 2.03. The Company covenants and agrees that, so long as any
2025 Series Bonds are outstanding, the Company will not declare or pay any
dividends (other than dividends payable in common stock or any other stock of
the Company subordinate to its preferred stock) or make any other distribution
on the common stock or any other stock of the Company subordinate to the
preferred stock, or purchase or otherwise acquire for value any common stock
or other stock of the Company subordinate to the preferred stock (or permit
any subsidiary of the Company to make any such purchase or acquisition) if
after such dividend, distribution, purchase or acquisition the aggregate
amount of such dividends, distributions, purchases and acquisitions, paid or
made since December 31, 1992, exceeds the sum of (a) $643,169,661 and (b) the
aggregate amount credited to earned surplus since December 31, 1992, less (c)
the aggregate amount charged to earned surplus since December 31, 1992
otherwise than with respect to any such dividends, distributions, purchases
and acquisitions.
15
<PAGE>
ARTICLE III.
CONCERNING THE TRUSTEE.
SECTION 3.01. The Trustee hereby accepts the properties hereby
mortgaged and conveyed to it upon the trusts hereinbefore referred to and
agrees to perform the same upon the terms and conditions set forth in the
Indenture.
SECTION 3.02. The Trustee shall not be responsible in any manner for or
with respect to the validity or sufficiency of this Forty-ninth Supplemental
Indenture, or the due execution hereof by the Company, or for or with respect
to the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
ARTICLE IV.
MISCELLANEOUS.
SECTION 4.01. For all purposes hereof, except as the context may
otherwise require, (a) all terms contained herein shall have the meanings
given such terms in, and (b) all references herein to sections of the Original
Indenture shall be deemed to be to such sections of, the Original Indenture as
the same heretofore has been or hereafter may be amended by an indenture or
indentures supplemental thereto.
SECTION 4.02. As amended and supplemented by the aforesaid indentures
supplemental thereto and by this Forty-ninth Supplemental Indenture, the
Original Indenture is in all respects ratified and confirmed and the Original
Indenture and the aforesaid indentures supplemental thereto and this Forty-
ninth Supplemental Indenture shall be read, taken and construed as one and the
same instrument.
SECTION 4.03. This Forty-ninth Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY, party of the
first part, has caused this instrument to be signed in its name and behalf by
its President or a Vice President, and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary and IBJ
Schroder Bank & Trust Company, as Successor Trustee as aforesaid, the party of
the second part,
16
<PAGE>
in token of its acceptance of the trust hereby created, has caused this
instrument to be signed in its name and behalf by an Authorized Officer and
its corporate seal to be hereunto affixed and attested by an Authorized
Officer, all as of the day and year first above written.
JERSEY CENTRAL POWER & LIGHT COMPANY
By /s/ P. H. Preis
P. H. Preis
Vice President
ATTEST:
/s/ Richard S. Cohen
Richard S. Cohen
Secretary
Signed, sealed and delivered by
JERSEY CENTRAL POWER & LIGHT
COMPANY in the presence of:
/s/ Marcia C. Martin
/s/ Mary Ellen Gramlich
IBJ SCHRODER BANK & TRUST COMPANY
As Successor Trustee as aforesaid
By /s/ Thomas J. Bogert
Thomas J. Bogert
Assistant Vice President
ATTEST:
/s/ Barbara McCluskey
Barbara McCluskey
Assistant Secretary
Signed, sealed and delivered by
IBJ SCHRODER BANK & TRUST COMPANY
in the presence of:
/s/ Anthony Luggi
/s/ Joane C. D'Amelio
17
<PAGE>
STATE OF NEW JERSEY )
ss.:
COUNTY OF MORRIS )
BE IT REMEMBERED that on this 20th day of October, 1993 before me, the
subscriber, a notary public in and for said County and State, personally
appeared Richard S. Cohen, the Secretary of JERSEY CENTRAL POWER & LIGHT
COMPANY, the corporation named in and which executed the foregoing instrument,
who, being by me duly sworn according to law, does depose and say and make
proof to my satisfaction that he resides at 20 Springhill Road, Randolph, New
Jersey; that he is the Secretary of JERSEY CENTRAL POWER & LIGHT COMPANY; that
the seal affixed to said instrument is the corporate seal of said corporation,
the same being well known to him; that it was so affixed by the order of the
Board of Directors of said corporation; that P. H. Preis is a Vice President
of said corporation; that he saw said P. H. Preis as such Vice President sign
such instrument, and affix said seal thereto and deliver said instrument and
heard him declare that he signed, sealed and delivered said instrument as the
voluntary act and deed of said corporation by its order and by order of its
Board of Directors, for the uses and purposes therein expressed; and that the
said Richard S. Cohen signed his name thereto at the same time as subscribing
witness, and that Jersey Central Power & Light Company, the mortgagor, has
received a true copy of said instrument.
/s/ Richard S. Cohen
Richard S. Cohen
Secretary
Subscribed and sworn to
before me the day and
year aforesaid
(NOTARIAL SEAL) /s/ Catherine E. McMahon
CATHERINE E. MCMAHON
A Notary Public of New Jersey
My Commission Expires Feb. 25, 1996
18
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 21st day of October, 1993 before me, the
subscriber, a notary public in and for said County and State, personally
appeared Barbara McCluskey, an Assistant Secretary of IBJ SCHRODER BANK &
TRUST COMPANY, the corporation named in and which executed the foregoing
instrument, who, being by me duly sworn according to law, does depose and say
and make proof to my satisfaction that she resides at 219 Castleton Avenue,
Staten Island, New York; that she is an Assistant Secretary of IBJ SCHRODER
BANK & TRUST COMPANY; that the seal affixed to said instrument is the
corporate seal of said corporation, the same being well known to her; that it
was so affixed by her pursuant to authority granted by the Board of Directors
of said corporation; that Thomas J. Bogert is an Assistant Vice President of
said corporation; that she saw said Thomas J. Bogert as such Assistant Vice
President sign and deliver said instrument and heard him declare that he
signed and delivered said instrument as the voluntary act and deed of said
corporation pursuant to authority granted by its Board of Directors, for the
uses and purposes therein expressed; and that the said Barbara McCluskey
signed her name thereto at the same time as subscribing witness.
/s/ Barbara McCluskey
Barbara McCluskey
Assistant Secretary
Subscribed and sworn to
before me the day and
year aforesaid
(NOTARIAL SEAL) /s/ Jane Shaheen
JANE SHAHEEN
Notary Public, State of New York
No. 24-4609846
Qualified in Kings County
Commission Expires March 30, 1995
19
<PAGE>
STATE OF NEW JERSEY )
ss.:
COUNTY OF MORRIS )
On this 20th day of October, 1993, before me came P. H. Preis, to me
known, who, being by me duly sworn, did say that he resides at 23 Christopher
Street, Rockaway, New Jersey; that he is a Vice President of JERSEY CENTRAL
POWER & LIGHT COMPANY, one of the corporations described in and which executed
the above instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that said seal was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name to said instrument by like order.
(NOTARIAL SEAL)
/s/ Donna M. Balzarini
DONNA M. BALZARINI
A Notary Public of New Jersey
My Commission Expires August 14, 1997
20
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW KINGS )
On this 21st day of October, 1993, before me came Thomas J. Bogert to me
known, who, being by me duly sworn, did say that he resides at 25 Pinebrook
Drive, Neptune, New Jersey; that he is an Assistant Vice President of
IBJ SCHRODER BANK & TRUST COMPANY, one of the corporations described in and
which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that said seal was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name to said instrument by like authority.
(NOTARIAL SEAL)
/s/ Jane Shaheen
JANE SHAHEEN
Notary Public, State of New York
No. 24-4609846
Qualified in Kings County
Commission Expires March 30, 1995
21
<PAGE>
CERTIFICATE OF RESIDENCE
IBJ Schroder Bank & Trust Company, Successor Trustee within named,
hereby certifies that its precise residence is One State Street, in the
Borough of Manhattan, in the City of New York, in the State of New York.
IBJ SCHRODER BANK & TRUST COMPANY
By /s/ Thomas J. Bogert
Thomas J. Bogert
Assistant Vice President
22
<PAGE>
METROPOLITAN EDISON COMPANY
TO
IBJ SCHRODER BANK & TRUST COMPANY,
Trustee.
SUPPLEMENTAL INDENTURE
Dated as of December 1, 1993
IBJ SCHRODER BANK & TRUST COMPANY
hereby certifies that its Residence
and Post Office Address is
One State Street, Borough of Manhattan
City of New York, New York 10004
IBJ SCHRODER BANK & TRUST COMPANY
By
<PAGE>
THIS SUPPLEMENTAL INDENTURE, made as of the first day of
December, 1993, between METROPOLITAN EDISON COMPANY, a
corporation of the Commonwealth of Pennsylvania, hereinafter
sometimes referred to as the "Company", party of the first part,
and IBJ SCHRODER BANK & TRUST COMPANY, a corporation of the State
of New York, as Trustee under the Mortgage hereinafter referred
to, hereinafter sometimes referred to as the "Trustee", party of
the second part;
WHEREAS, the Company has heretofore executed and delivered to
Guaranty Trust Company of New York, as Trustee, its Indenture
dated November 1, 1944 (hereinafter sometimes referred to as the
"Original Indenture"), which was duly amended and supplemented by
various indentures supplemental thereto, and which is hereby
further supplemented by this Supplemental Indenture, all of which
are herein collectively referred to as the "Mortgage"; and
WHEREAS, under date of March 6, 1981, J. Henry Schroder Bank
& Trust Company (now IBJ Schroder Bank & Trust Company) became
successor Trustee under the Mortgage; and
WHEREAS, the Company desires by this Supplemental Indenture
to create, and to define, in so far as the same is permitted by
the Mortgage, the form of and certain other matters with respect
to a series of bonds to be issued under the Mortgage, and to
provide for the issuance thereof only as fully registered bonds;
and
<PAGE>
2
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid, binding and legal
instrument, in accordance with its terms, and for the purposes
herein expressed, have been done, performed and fulfilled, and
the execution and delivery hereof, in the form and terms hereof,
have been in all respects duly authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That
in consideration of the premises, and of the sum of One Dollar
($1.00) to the Company duly paid by the Trustee at or before the
ensealing and delivery of these presents, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the
Company hereby covenants and agrees to and with the Trustee and
its successors in the trusts under the Mortgage, as follows:
ARTICLE I.
Creation of First Mortgage Bonds, Designated Secured
Medium-Term Notes, Series C, and Specification
of Certain Matters with Respect Thereto
SECTION 1. The Company hereby creates a series of bonds,
limited in principal amount, as herein provided, to be issued
under and secured by the Mortgage, and to be designated and to be
distinguished from bonds of all other series by the title "First
Mortgage Bonds, Secured Medium-Term Notes, Series C" (hereinafter
sometimes referred to as "bonds of the New Series" or "MTN Series
C Bonds").
SECTION 2. An aggregate principal amount of up to Three
Hundred Million Dollars ($300,000,000) of MTN Series C Bonds may
be executed by the Company and delivered to the Trustee and shall
<PAGE>
3
be authenticated by the Trustee from time to time and delivered
(either before or after the filing or recording hereof) to or
upon the order of the Company upon receipt by the Trustee of the
consideration and supporting documentation required to be
delivered to the Trustee in connection with the issuance of bonds
as provided in the Mortgage.
SECTION 3. Each bond of the New Series shall be dated
the date of its authentication ("Issue Date") and shall bear
interest from the Issue Date of said bond or from the most recent
interest payment date to which interest has been paid or duly
provided for with respect to said bond, except that so long as
there is no existing default in the payment of interest on the
bonds of the New Series, any bond of the New Series authenticated
by the Trustee between the record date (as hereinafter defined)
for any interest payment date for such bond and such interest
payment date shall bear interest from such interest payment date;
provided, however, that if and to the extent the Company shall
default in payment of the interest due on such interest payment
date, then any such bond of the New Series shall bear interest
from the most recent interest payment date to which interest has
been paid or duly provided for with respect to such bond of the
New Series, or, if no interest has been paid or duly provided for
with respect to such bond of the New Series, then from its Issue
Date. All bonds of the New Series shall be payable on their
respective maturity dates in such coin or currency of the United
States of America as at the time of payment is legal tender for
<PAGE>
4
the payment of public and private debts, and shall bear interest
payable in like coin or currency at the interest rate specified
for such bond of the New Series, per annum, payable semi-annually
on May 1 and November 1 of each year, and on the maturity date,
according to the terms of the bonds of the New Series or on prior
redemption or by declaration or otherwise, commencing with the
interest payment date first following the Issue Date of said
bond; provided, however, if the Issue Date of a bond of the New
Series is between the record date for an interest payment date
and the interest payment date, interest payments on said bond
will commence on the second interest payment date following the
Issue Date, and at the highest rate of interest borne by any of
the bonds outstanding under the Mortgage from such date of
maturity until they shall be paid or payment thereof shall have
been duly provided for, and (to the extent that payment of such
interest is enforceable under applicable law) interest on any
overdue installment of interest shall be payable at the highest
rate of interest borne by any of the bonds outstanding under the
Mortgage on such maturity date. The bonds of the New Series
shall bear interest computed on the basis of a 360-day year
consisting of twelve 30-day months. The principal of and
interest on the bonds of the New Series shall be payable at the
office or agency of the Company in the Borough of Manhattan, The
City of New York.
The persons in whose names bonds of the New Series are
registered at the close of business on any record date (as
<PAGE>
5
hereinafter defined) with respect to any interest payment date
shall be entitled to receive the interest payable on such
interest payment date (except that in case of any redemption of
bonds of the New Series as provided for herein on a date
subsequent to the record date and prior to such interest payment
date, interest on such redeemed bonds shall be payable only to
the date fixed for redemption thereof and only against surrender
of such bonds for redemption in accordance with the notice of
such redemption) notwithstanding the cancellation of any bonds of
the New Series upon any registration of transfer or exchange
subsequent to the record date and prior to such interest payment
date; provided, however, that if, and to the extent, the Company
shall default in the payment of the interest due on any interest
payment date, such defaulted interest shall be paid to the
persons in whose names outstanding bonds of the New Series are
registered on the day immediately preceding the date of payment
of such defaulted interest or, at the election of the Company, on
a subsequent record date established by notice given by mail by
or on behalf of the Company to the holders of bonds of the New
Series not less than fifteen (15) days preceding such subsequent
record date.
The term "record date" shall mean, with respect to any
regular semi-annual interest payment date, the close of business
on the fifteenth day of the calendar month next preceding such
interest payment date (or if such fifteenth day is not a business
day, the next preceding business day) or, in the case of
<PAGE>
6
defaulted interest, the close of business on any subsequent
record date established as provided above.
The bonds of the New Series shall be issuable only in fully
registered form in minimum denominations of $100,000 and any
higher integral multiples of $1,000.
The bonds of the New Series may be redeemed at the option of
the Company, prior to maturity, as a whole or from time to time
in part, in accordance with a right reserved to do so, upon
notice given as provided in Section 8.02 of the Original
Indenture, mailed to each registered holder of such bonds
directed to his registered address not less than thirty days and
not more than ninety days before the redemption date at such
redemption prices as may be established by the Board of Directors
of the Company together with accrued interest to the date of
redemption.
All bonds of all series issued under the Mortgage shall be
redeemable as a whole on any date prior to maturity, in the cases
hereinafter specified, after like notice to each registered
holder of such bonds, at such redemption prices as may be fixed
with respect thereto in the respective resolutions of the Board
of Directors of the Company (or a duly appointed and authorized
committee of said Board of Directors) creating each such series,
together with accrued interest to the date of redemption. Such
redemption may be effected, as more fully provided in Section
8.08 of the Mortgage, in the event (a) that all the outstanding
common stock of the Company shall be acquired by some
<PAGE>
7
governmental body or instrumentality and the Company elects to
redeem all the bonds of all series, the redemption date in any
such event to be not more than one hundred twenty (120) days
after the date on which all said stock is so acquired, or (b)
that all or substantially all of the mortgaged property
constituting bondable property which at the time shall be subject
to the lien of the Mortgage as a first lien shall be released
from the lien of the Mortgage pursuant to the provisions thereof,
and available moneys in the hands of the Trustee, including any
moneys deposited by the Company for the purpose, are sufficient
to redeem all the bonds of all series at the redemption prices
(together with accrued interest to the date of redemption)
specified therein applicable to the redemption thereof upon the
happening of such event.
Redemption as a whole, or from time to time in part, at par
may also be effected out of cash deposited pursuant to Sections
5.07 and 5.08 of the Mortgage, and accrued interest in case of
any such redemption to be provided for by the Company pursuant to
the provisions of Section 8.07 of the Mortgage; provided,
however, that in connection with any such redemption, the ratio
of (a) the principal amount of the bonds of the New Series so
redeemed to (b) the total principal amount of the bonds of all
series so redeemed shall not exceed the ratio of (i) the
aggregate principal amount of the bonds of the New Series
outstanding at the time to (ii) the aggregate principal amount of
bonds of all series outstanding at that time. Any notice of
<PAGE>
8
redemption of bonds of the New Series out of cash deposited
pursuant to Sections 5.07 and 5.08 of the Mortgage shall state
that the redemption is to be effected out of cash deposited
pursuant to Section 5.07 or Section 5.08, as the case may be.
The bonds of the New Series may also be redeemed, at
par, upon like notice in connection with any merger or
consolidation to which the Company may be a party if the ratio of
(a) the principal amount of the bonds of the New Series redeemed
in connection with any such merger or consolidation to (b) the
total principal amount of the bonds of all series so redeemed
does not exceed the ratio of (i) the aggregate principal amount
of the bonds of the New Series outstanding at that time to (ii)
the aggregate principal amount of the bonds of all series
outstanding at that time; and the bonds of the New Series are
also subject to redemption on any date prior to maturity, in the
cases hereinafter specified, on publication and mailing of like
notice of such redemption, all as provided in the Mortgage.
SECTION 4. So long as any of the bonds of the New Series
shall be secured by the lien of the Mortgage, the term "minimum
provision for depreciation" when used for any purposes under the
Mortgage and with reference to any period of time shall mean an
amount computed pursuant to the provisions of Article I, Section
5 of the Supplemental Indenture dated March 1, 1952.
SECTION 5. So long as any of the bonds of the New Series
shall be secured by the lien of the Mortgage, clause (A)(II) of
Section 1.06 of the Original Indenture shall be deemed amended as
<PAGE>
9
set forth in the quotation contained in Article I, Section 4 of
the Supplemental Indenture dated May 1, 1960.
SECTION 6. So long as any of the bonds of the New Series
shall be secured by the lien of the Mortgage, the first sentence
of Section 5.20 of the Original Indenture shall be deemed amended
as set forth in the quotation contained in Article I, Section 6
of the Supplemental Indenture dated December 1, 1950.
SECTION 7. So long as any of the bonds of the New Series
shall be secured by the lien of the Mortgage, the Company will
keep and perform the covenants and agreements set forth in
Article I, Section 7 of the Supplemental Indenture dated June 1,
1957, irrespective of whether any of the bonds of the series
created by such Supplemental Indenture shall be then outstanding.
SECTION 8. The Company covenants and agrees that,
notwithstanding Section 2.03 of the Original Indenture, it will
not charge any sum for or in connection with any exchange or
registration of transfer of any bond of the New Series, but may
require the payment of a sum sufficient to cover any tax or taxes
or other governmental charges incident to any exchange or
registration of transfer thereof.
SECTION 9. So long as any of the bonds of the New Series
shall be secured by the lien of the Mortgage, the Company will
keep and perform the covenants set forth in Article I, Section 4
of the Supplemental Indenture dated March 1, 1952, irrespective
of whether any of the bonds of the series created by such
Supplemental Indenture shall be then outstanding.
<PAGE>
10
ARTICLE II.
Form of the Bonds of the New Series
The form of the bonds of the New Series and the Trustee's
authentication certificate to be endorsed thereupon shall be
substantially as follows, the maturity dates, redemption prices,
interest rates, denominations and numbers thereof to be
appropriately inserted:
[FORM OF FACE OF BONDS OF THE NEW SERIES]
METROPOLITAN EDISON COMPANY
(Incorporated under the laws
of the
Commonwealth of Pennsylvania)
FIRST MORTGAGE BOND, SECURED MEDIUM-TERM NOTE, SERIES C
$
No.
Issue Date Interest Rate Maturity Date
METROPOLITAN EDISON COMPANY, a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania
(hereinafter called the "Company"), for value received, hereby
promises to pay to or registered
assigns, Dollars on the Maturity
Date at the office or agency of the Company in the Borough of
<PAGE>
11
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for the payment of public or private debts, and to pay
interest thereon from the Issue Date of this bond or from the
most recent interest payment date at the interest rate specified
above, semi-annually on May 1 and November 1 of each year, and on
the Maturity Date (each an interest payment date) commencing with
the interest payment date following the Issue Date specified
above, at said office or agency in like coin or currency;
provided, however, if the Issue Date is between the record date
for an interest payment and the payment date, interest payments
will commence on the second interest payment date following the
Issue Date, according to its terms or on prior redemption or by
declaration or otherwise, and at the highest rate of interest
borne by any of the bonds outstanding under the Mortgage
hereinafter mentioned from such date of maturity of this bond
until this bond shall be paid or the payment hereof shall have
been duly provided for, and (to the extent that payment of such
interest is enforceable under applicable law) to pay interest on
any overdue installment of interest at the highest rate of
interest borne by any of the bonds outstanding under said
Mortgage on such date of maturity. The interest so payable on
any May 1 or November 1 will, subject to certain exceptions
provided in said Mortgage, be paid to the person in whose name
this bond (or the bond or bonds in exchange or substitution for
which this bond was issued) was registered on the close of
<PAGE>
12
business on the 15th day of the calendar month next preceding
such May 1 or November 1, or if such 15th day of the calendar
month is not a business day, on the next preceding business day.
Reference is hereby made to the further provisions of this
bond set forth on the reverse hereof. Such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
This bond shall not become valid or obligatory for any
purpose until IBJ Schroder Bank & Trust Company, or its
successor, as Trustee under the Mortgage, shall have signed the
certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, METROPOLITAN EDISON COMPANY has caused
this bond to be signed in its name by the manual or facsimile
signature of its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be affixed hereto and
attested by the manual or facsimile signature of its Secretary or
one of its Assistant Secretaries.
Dated: METROPOLITAN EDISON COMPANY
By
Vice President
ATTEST:
Secretary
<PAGE>
13
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE
ON BONDS OF THE NEW SERIES]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein
designated, provided for in the within-mentioned Mortgage.
IBJ SCHRODER BANK & TRUST COMPANY,
TRUSTEE
By
Authorized Officer
[FORM OF REVERSE OF BONDS OF THE NEW SERIES]
METROPOLITAN EDISON COMPANY
(Incorporated under the laws
of the
Commonwealth of Pennsylvania)
FIRST MORTGAGE BOND, SECURED MEDIUM-TERM NOTE, SERIES C
This bond is one of an issue of bonds of the Company (herein
referred to as the "bonds"), not limited in principal amount
except as in the Mortgage hereinafter mentioned provided,
issuable in series, which different series and bonds of the same
series may mature at different times, may bear interest at
different rates, and may otherwise vary as in the Mortgage
hereinafter mentioned provided, and is one of a series known as
<PAGE>
14
its First Mortgage Bonds, Secured Medium Term Notes, Series C
(herein referred to as "bonds of the New Series"), all bonds of
all series issued and to be issued under and equally and ratably
secured (except in so far as any sinking or analogous fund,
established in accordance with the provisions of the Mortgage
hereinafter mentioned, may afford additional security for the
bonds of any particular series) by an Indenture dated November 1,
1944 (herein, together with all indentures supplemental thereto,
called the "Mortgage"), under which IBJ Schroder Bank & Trust
Company is successor Trustee (herein called the "Trustee"), and
to which Mortgage reference is made for a description of the
property mortgaged, the nature and extent of the security, the
rights of the holders of the bonds and of the Company in respect
thereof, the rights, duties and immunities of the Trustee, and
the terms and conditions upon which the bonds are, and are to be,
issued and secured.
The Mortgage contains provisions permitting the holders of
not less than seventy-five per centum (75%) in principal amount
of all the bonds at the time outstanding, determined and
evidenced as provided in the Mortgage, or in case the rights
under the Mortgage of the holders of bonds of one or more, but
less than all, of the series of bonds outstanding shall be
affected, then with the consent of the holders of not less than
seventy-five per centum (75%) in principal amount of the
outstanding bonds of such one or more series affected, except
that if any such action would affect the bonds of two or more
<PAGE>
15
series, the holders of not less than seventy-five per centum
(75%) in principal amount of outstanding bonds of such two or
more series, which need not include seventy-five per centum (75%)
in principal amount of outstanding bonds of each of such series,
determined and evidenced as provided in the Mortgage, on behalf
of the holders of all the bonds, to waive any past default under
the Mortgage and its consequences except a completed default, as
defined in the Mortgage, in respect of the payment of the
principal of or interest on any bond or default arising from the
creation of any lien ranking prior to or equal with the lien of
the Mortgage on any of the mortgaged property, subject to the
condition that, in the case the rights of the holders of less
than all of the series of bonds outstanding shall be affected, no
waiver of any past default or its consequences shall be effective
unless approved by the holders of not less than a majority of all
the bonds at the time outstanding. The Mortgage also contains
provisions permitting the Company and the Trustee, with the
consent of the holders of not less than seventy-five per centum
(75%) in principal amount of all the bonds at the time
outstanding, determined and evidenced as provided in the
Mortgage, or in case the rights under the Mortgage of the holders
of bonds of one or more, but less than all, of the series of
bonds outstanding shall be affected, then with the consent of the
holders of not less than seventy-five per centum (75%) in
principal amount of the outstanding bonds of such one or more
series affected, except that if any such action would affect the
<PAGE>
16
bonds of two or more series, the holders of not less than
seventy-five per centum (75%) in principal amount of outstanding
bonds of such two or more series, which need not include
seventy-five per centum (75%) in principal amount of outstanding
bonds of each of such series, determined and evidenced as
provided in the Mortgage, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Mortgage or modifying in any manner
the rights of the holders of the bonds and coupons; provided,
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any bonds, or reduce the rate or extend the
time of payment of interest thereon, or reduce the principal
amount thereof, without the consent of the holder of each bond so
affected, or (ii) reduce the aforesaid percentage of bonds, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all bonds then
outstanding, or (iii) permit the creation of any lien ranking
prior to or equal with the lien of the Mortgage on any of the
mortgaged property, or (iv) deprive the holder of any outstanding
bond of the lien of the Mortgage on any of the mortgaged
property. Any such waiver or consent by the holder of this bond
(unless effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond, irrespective of whether or not any notation
of such waiver or consent is made upon this bond.
<PAGE>
17
No reference herein to the Mortgage and no provision of this
bond or of the Mortgage shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this bond at the time and place and
at the rate and in the coin or currency herein prescribed.
The bonds of the New Series are issuable only in fully
registered form and in denominations of $100,000 or any higher
multiple of $1,000. At the office or agency to be maintained by
the Company in said Borough of Manhattan and in the manner and
subject to the limitations provided in the Mortgage, bonds of
such series may be exchanged for a like aggregate principal
amount of bonds of such series of other authorized denominations
without charge except for any tax or taxes or other governmental
charges incident to such exchange.
The bonds of the New Series are subject to redemption prior
to maturity, in the cases hereinafter specified, after notice
mailed to each registered holder of such bonds directed to his
registered address not less than thirty (30) days and not more
than ninety (90) days before the redemption date, all as provided
in the Mortgage.
The bonds of the New Series may be redeemed, at the option of
the Company, on or after the initial redemption date (if any)
specified in the following table (if any) as a whole or from time
to time in part, at the redemption prices (expressed in
percentages of principal amount) set forth in such table under
<PAGE>
18
"Regular Redemption Prices", together with accrued interest to
the date of redemption:
[REGULAR REDEMPTION TABLE (if any)
TO BE INSERTED OR ATTACHED]
Redemption of all series (at their then respective applicable
redemption prices, together with accrued interest to the date of
redemption) may be effected, as more fully provided in Section
8.08 of the Mortgage, in the event (a) that all the outstanding
common stock of the Company shall be acquired by some
governmental body or instrumentality and the Company elects to
redeem all the bonds of all series, the redemption date in any
such event to be not more than one hundred twenty (120) days
after the date on which all said stock is so acquired, or (b)
that all or substantially all of the mortgaged property
(constituting bondable property as defined in the Mortgage) which
at the time shall be subject to the lien of the Mortgage as a
first lien shall be released from the lien of the Mortgage
pursuant to the provisions thereof, and available moneys in the
hands of IBJ Schroder Bank & Trust Company or its successor, as
Trustee, including any moneys deposited by the Company for the
purpose, are sufficient to redeem all bonds of all series,
together with accrued interest to the date of redemption.
The bonds of the New Series may also be redeemed, at par,
upon like notice in connection with any merger or consolidation
to which the Company may be a party if the ratio of (a) the
principal amount of the bonds of the New Series redeemed in
<PAGE>
19
connection with any such merger or consolidation to (b) the total
principal amount of the bonds of all series so redeemed does not
exceed the ratio of (i) the aggregate principal amount of the
bonds of the New Series outstanding at that time to (ii) the
aggregate principal amount of bonds of all series outstanding at
the time; and the bonds of the New Series are also subject to
redemption on any date prior to maturity, in the cases
hereinafter specified, on publication and mailing of like notice
of such redemption, all as provided in the Mortgage.
The bonds of the New Series may, subject to certain
limitations set forth in the Mortgage, also be redeemed on any
date prior to maturity, as a whole or from time to time in part,
after like notice, by the application therefor of cash deposited
with or received by the Trustee pursuant to Sections 5.07 and
5.08 of the Mortgage, if not otherwise withdrawn, used or applied
in accordance with the provisions of the Mortgage, all as
provided in the Mortgage, in each case, at the principal amount
thereof, together with accrued interest to the date of
redemption; provided, however, that in connection with any such
redemption, the ratio of (a) the principal amount of the bonds of
the New Series so redeemed to (b) the total principal amount of
the bonds of all series so redeemed shall not exceed the ratio of
(i) the aggregate principal amount of bonds of the New Series
outstanding at that time to (ii) the aggregate principal amount
of all bonds of all series outstanding at that time. Any notice
of redemption of bonds of the New Series out of cash deposited
<PAGE>
20
pursuant to Sections 5.07 and 5.08 of the Mortgage shall state
that the redemption is to be effected out of cash deposited
pursuant to Section 5.07 or Section 5.08, as the case may be.
The Mortgage provides that any notice of redemption of bonds
may state that it is subject to the receipt of the redemption
moneys by the Trustee before the date fixed for redemption and
such notice shall be of no effect unless such moneys are received
before such date.
The Mortgage provides that if the Company shall deposit with
IBJ Schroder Bank & Trust Company, or its successor as Trustee in
trust for the purpose, funds sufficient to pay the principal of
all of the bonds of any series, or such of the bonds of any
series as have been or are to be called for redemption (including
any portions, constituting $1,000 or a multiple thereof, of fully
registered bonds) and premium, if any, thereon, and all interest
payable on such bonds (or portions) to the date on which they
become due and payable at maturity or upon redemption or
otherwise, and complies with the other provisions of the Mortgage
in respect thereof, then from the date of such deposit such bonds
(or portions) shall no longer be secured by the lien of the
Mortgage.
The Mortgage provides that, upon any partial redemption of a
fully registered bond, upon surrender thereof endorsed for
transfer, new bonds of the same series and of authorized
denominations in principal amount equal to the unredeemed portion
<PAGE>
21
of such fully registered bond will be delivered in exchange
therefor.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered holder hereof in person, or by his duly authorized
attorney, at the principal office of the Trustee in said Borough
of Manhattan, upon surrender and cancellation of this bond, and
thereupon, a new bond or bonds of authorized denominations of the
same series and for the same aggregate principal amount will be
issued to the transferee in exchange hereof as provided in the
Mortgage. The Company and the Trustee, any paying agent and any
bond registrar may deem and treat the person in whose name this
bond is registered as the absolute owner hereof, whether or not
this bond shall be overdue, for the purpose of receiving payment
and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any bond registrar shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or interest on this bond, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Mortgage or under or upon any obligation, covenant or agreement
contained in the Mortgage, against any incorporator, or any past,
present or future subscriber to the capital stock, stockholder,
<PAGE>
22
officer or director, as such, of the Company or of any
predecessor or successor corporation, either directly or through
the Company or any predecessor or successor corporation, under
any present or future rule of law, statute or constitution or by
the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers
and directors, as such, being waived and released by the holder
and owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
ARTICLE III.
Subjecting Certain Property Specifically
to the Lien of the Mortgage
AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH: That in
consideration of the premises, and of the sum of One Dollar
($1.00) to the Company duly paid by the Trustee at or before the
ensealing and delivery of these presents, Metropolitan Edison
Company has granted, bargained, sold, aliened, enfeoffed,
released, conveyed, assigned, transferred, pledged, set over and
confirmed, and by these presents does grant, bargain, sell,
alien, enfeoff, release, convey, assign, transfer, pledge, set
over and confirm, unto IBJ Schroder Bank & Trust Company, as
Trustee, and to its successors and assigns forever, all of the
following described property, to wit:
All property, real, personal and mixed, tangible and
intangible, owned by the Company, or in which it owns an
interest, on the date of the execution hereof, or (subject to the
provisions of Article XIII of the Mortgage) which may hereafter
<PAGE>
23
be acquired by it, wheresoever situate, and necessary or
appropriate to the public utility plant and business of the
Company and to its operation as a going concern, except such
property as is hereinafter expressly excepted and excluded from
the lien and operation of the Mortgage.
The property covered by the lien of the Mortgage shall
include particularly, among other property, without prejudice to
the generality of the language hereinbefore or hereinafter
contained, the following described property:
FIRST.
PARCEL NUMBER ONE
RIGHT-OF-WAY
ALL THAT CERTAIN tract of land in the Township of Jackson,
County of Lebanon and Commonwealth of Pennsylvania, being the
same premises granted and conveyed unto Metropolitan Edison
Company by Lewis K. Klein and Eva A. Klein, his wife, by deed
dated June 13, 1990, and recorded June 13, 1990, in the Office
for the Recording of Deeds in and for said County in Deed Book
266, Page 367.
PARCEL NUMBER TWO
BETHEL WAREHOUSE
ALL THAT CERTAIN tract of land in the Township of Bethel,
County of Berks and Commonwealth of Pennsylvania, being the same
premises granted and conveyed unto Metropolitan Edison Company by
Robert A. Kinsley, Inc. by deed dated December 28, 1990, and
<PAGE>
24
recorded December 28, 1990, in the Office for the Recording of
Deeds in and for said County in Book 2185, Page 178.
<PAGE>
25
PARCEL NUMBER THREE
ADDITION TO TITUS ASH SITE
ALL THAT CERTAIN tract of land in the Township of Cumru,
County of Berks and Commonwealth of Pennsylvania, being the same
premises granted and conveyed unto Metropolitan Edison Company by
Schuylkill River Greenway Association by deed dated February 15,
1991, and recorded February 25, 1991, in the Office for the
Recording of Deeds in and for said County in Book 2193, Page
1929.
PARCEL NUMBER FOUR
OUTER STATION SUBSTATION SITE
Purpart No. 1
ALL THAT CERTAIN tract of land in the City of Reading, County
of Berks and Commonwealth of Pennsylvania, being the same
premises granted and conveyed unto Metropolitan Edison Company by
Fritz Moving Company, Inc. by deed dated December 16, 1991, and
recorded December 23, 1991, in the Office for the Recording of
Deeds in and for said County in Book 2260, Page 2389.
Purpart No. 2
ALL THAT CERTAIN tract of land in the City of Reading, County
of Berks and Commonwealth of Pennsylvania, being the same
premises granted and conveyed unto Metropolitan Edison Company by
Consolidated Rail Corporation, by deed dated June 17, 1992, and
<PAGE>
26
recorded August 14, 1992, in the Office for the Recording of
Deeds in and for said County in Book 2332, Page 1159.
PARCEL NUMBER FIVE
FOX HILL SUBSTATION SITE
ALL THAT CERTAIN tract of land in the Township of Smithfield,
County of Monroe and Commonwealth of Pennsylvania, being the same
premises granted and conveyed unto Metropolitan Edison Company by
Pennsylvania Power & Light Company by deed dated December 17,
1991, and recorded December 23, 1991, in the Office for the
Recording of Deeds in and for said County in Record Book Vol.
1807, Page 1001.
SECOND.
Also all power houses, plants, buildings, distributing
stations, substations, transforming stations and other structures
for or used for or intended for use in connection with the
manufacture, generation, transmission or furnishing of
electricity, and the machinery, fixtures, fittings and equipment
thereof or appurtenant thereto, including, without limiting the
generality of the foregoing, all dynamos, engines, turbines,
boilers, pumps, generators, transformers, converters, regulators,
exciters, meters, shafting and belting and all other apparatus
and appliances for generating or producing electricity, which are
owned by the Company, or in which it owns an interest, on the
date of the execution hereof or (subject to the provisions of
Article XIII of the Mortgage) which may be hereafter acquired by
<PAGE>
27
it, wheresoever situate, and necessary or appropriate to the
public utility plant and business of the Company and to its
operation as a going concern, except such property as is
hereinafter expressly excepted and excluded from the lien and
operation of the Mortgage.
THIRD.
Also all transmission and distribution lines and systems,
whether underground, surface or overhead, for or used for or
intended for use in connection with the transmission and
distribution of electricity, and the conduits, poles, cross arms,
insulators, transformers, cables, wires, meters, fixtures, tools,
supplies and all other apparatus and appliances connected
therewith or appurtenant thereto which are owned by the Company,
or in which it owns an interest, on the date of the execution
hereof or (subject to the provisions of Article XIII of the
Mortgage) which may be hereafter acquired by it.
FOURTH.
Also all franchises, immunities, privileges, permits,
licenses, easements and rights of way authorizing, permitting or
facilitating the erection, maintenance or operation upon, over or
under any streets, avenues, highways, alleys, lanes, walks, parks
and other public places in any county, city, borough, town,
township or village, or upon, over or under any private property
of poles, towers, wires, conduits, mains, pipes or other
structures or apparatus for the transmission or distribution of
electricity or otherwise relating to the business of producing,
transmitting and distributing electricity, which are owned by the
<PAGE>
28
Company, or in which it owns an interest, on the date of the
execution hereof or (subject to the provisions of Article XIII of
the Mortgage) which may be hereafter acquired by it.
<PAGE>
29
GENERAL SUBJECT CLAUSES.
SUBJECT, HOWEVER, to the reservations, mining rights,
exceptions, conditions, limitations and restrictions contained in
the several deeds, franchises and contracts or other instruments
through which the Company acquired or claims title to or enjoys
the use of said properties; to statutory and municipal
requirements relating to land and buildings; to the rights of the
public and others in streets, roads and highways, opened, or laid
out but unopened, crossing or bounding any of the said parcels;
to the rights of owners abutting thereon in any stream, drain or
ditch crossing or bounding any of the said parcels; to the rights
of the Commonwealth of Pennsylvania in and to any of the lands
located in any streams or rivers abutting any of the said
parcels; and to the rights of electric, gas, telephone, telegraph
and pipeline companies to maintain and operate pole lines and gas
and petroleum products mains and pipes over or through any of the
said parcels or on or in the streets, roads or highways abutting
thereon as the same existed at the time of acquisition of said
parcels by the Company; and to any easements visible on the
ground at the time of such acquisition, but not evidenced by
recorded agreements or grants.
<PAGE>
30
EXCEPTED PROPERTY.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this
Supplemental Indenture and from the lien and operation hereof,
all property of every kind and type excepted and excluded from
the Mortgage by subdivisions II (to the extent that such real
estate is still owned by the Company) and III under the heading
"Excepted Property" therein to the extent there indicated and
reference is hereby made to said Mortgage for a description
thereof.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in any wise appertaining to the
property covered by this Supplemental Indenture or intended so to
be, or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of
Section 9.01 of the Mortgage) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the property covered by this Supplemental
Indenture or intended so to be and every part and parcel thereof.
TO HAVE AND TO HOLD the property covered by this Supplemental
Indenture or intended so to be to the Trustee, its successors and
assigns, forever, upon and subject to the trusts, uses,
conditions, covenants and provisions of the Mortgage.
<PAGE>
31
ARTICLE IV.
Miscellaneous
SECTION 1. The Trustee, for itself and its successors in
said trusts, hereby accepts the conveyance, transfer and
assignment of the property included in this Supplemental
Indenture upon the trusts, terms and conditions expressed in the
Mortgage.
SECTION 2. This Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
SECTION 3. The recitals of fact contained herein and in the
bonds of the New Series (other than the Trustee's certificate of
authentication) shall be taken as the statements of the Company
and the Trustee assumes no responsibility for the correctness of
the same.
IN WITNESS WHEREOF, METROPOLITAN EDISON COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President and its corporate seal to be hereunto
affixed and attested by its Secretary, and IBJ SCHRODER BANK &
TRUST COMPANY, party of the second part, in token of its
acceptance of the trust hereby created, has caused this
instrument to be signed in its name and behalf by a Vice
<PAGE>
32
President and its corporate seal to be hereunto affixed and
attested by an Assistant Secretary, all as of the day and year
first above written.
METROPOLITAN EDISON COMPANY
By
F. D. Hafer, President
Attest:
W. A. Boquist II, Secretary
Signed, sealed and delivered by said
Metropolitan Edison Company in the
presence of:
IBJ SCHRODER BANK & TRUST COMPANY
By
, Vice President
Attest:
, Assistant Secretary
Signed, sealed and delivered by said
IBJ Schroder Bank & Trust Company
in the presence of:
<PAGE>
33
COMMONWEALTH OF PENNSYLVANIA )
: ss.
COUNTY OF BERKS )
On the 1st day of December, 1993, before me, the subscriber,
a Notary Public of the State and County aforesaid, personally
appeared W. A. Boquist II, Secretary of METROPOLITAN EDISON
COMPANY, who, being duly sworn, according to law, says that he
was personally present at the execution of the foregoing
Supplemental Indenture, and saw the common or corporate seal of
the said corporation duly affixed thereto; that the seal so
affixed thereto is the common or corporate seal of the said
corporation; that the foregoing Supplemental Indenture was duly
sealed and delivered by F. D. Hafer, President of said
corporation, as and for the act and deed of said corporation, for
the uses and purposes therein mentioned, by authority of the
Board of Directors of said corporation; and that the names of
this deponent as Secretary and of F. D. Hafer, as President of
the said corporation, subscribed to the foregoing Supplemental
Indenture in attestation of its due execution and delivery, are
of their and each of their respective handwritings.
, Secretary
Sworn to and subscribed before me the day and year aforesaid.
<PAGE>
34
STATE OF NEW YORK )
: ss.
COUNTY OF )
On the day of , 1993, before me, the
subscriber, a Notary Public of the State and County aforesaid,
personally appeared , an
Assistant Secretary of IBJ SCHRODER BANK & TRUST COMPANY, who
being duly sworn, according to law, says that he was personally
present at the execution of the foregoing Supplemental Indenture,
and saw the common or corporate seal of the said corporation duly
affixed thereto; that the seal so affixed thereto is the common
or corporate seal of the said corporation; that the foregoing
Supplemental Indenture was duly sealed and delivered by
, a Vice President of said
corporation, as and for the act and deed of said corporation, for
the uses and purposes therein mentioned, by authority of the
Board of Directors of said corporation; and that the names of
this deponent as Assistant Secretary and of
, as a Vice President of the said corporation, subscribed to the
foregoing Supplemental Indenture in attestation of its due
execution and delivery, are of their and each of their respective
handwritings.
, Assistant Secretary
Sworn to and subscribed before me the day and year aforesaid.
I am not a director or officer of said IBJ Schroder Bank & Trust
Company.
<PAGE>
D111429.A(BF) EXECUTED IN 64
COUNTERPARTS OF
WHICH THIS IS
COUNTERPART
NO.
_________________________________________________________________
_________________________________________________________________
PENNSYLVANIA ELECTRIC COMPANY
AND
BANKERS TRUST COMPANY,
Trustee
_______________________________________________
SUPPLEMENTAL INDENTURE
First Mortgage Bonds, designated
Secured Medium-Term Notes, Series D
_______________________________________________
Dated as of June 1, 1993
_________________________________________________________________
_________________________________________________________________
<PAGE>
TABLE OF CONTENTS
__________
Page
Parties ................................................... 1
Recitals................................................... 1
Granting clauses........................................... 3
Excepted property.......................................... 6
Habendum................................................... 7
Subject clause............................................. 7
Grant in trust............................................. 7
ARTICLE I
NEW SERIES BONDS
Sec. 1.01 Creation of bonds of the New Series.............. 7
Sec. 1.02 Amount of bonds of the New Series................ 7
Sec. 1.03 Dating of bonds of the New Series; date from
which bonds of the New Series bear interest.... 8
Sec. 1.04 Payment of principal and interest;
record dates................................... 8
Sec. 1.05 Redemption of bonds of the New Series ........... 9
Sec. 1.06 Denominations, exchangeability, and form, of
bonds of the New Series ....................... 10
Sec. 1.07 Limitations on transfer ......................... 10
Sec. 1.08 No charge for exchange or transfer .............. 11
ARTICLE II
FORM OF THE BONDS OF THE NEW SERIES
Form of the bonds of the New Series......................... 11
ARTICLE III
USE OF FACSIMILE SIGNATURES
Manual or facsimile signatures on bonds of the
New Series............................................. 16
(i)
<PAGE>
Page
ARTICLE IV
MISCELLANEOUS
Sec. 4.01 Covenants of the Company ........................ 16
Sec. 4.02 Table of contents and titles of
Articles not part ............................. 18
Sec. 4.03 Original Indenture confirmed as amended
and supplemented............................... 18
Sec. 4.04 Execution in counterparts........................ 18
Names and Addresses of debtor and secured party............. 18
Testimonium ................................................18
Signatures and seals .......................................19
Acknowledgments ............................................20
Certificate of Residence ...................................22
Schedule A ................................................. A-1
(ii)
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of June 1, 1993, made
and entered into by and between PENNSYLVANIA ELECTRIC COMPANY, a
corporation of the Commonwealth of Pennsylvania (hereinafter
sometimes called the "Company"), party of the first part, and
BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Trustee"), as Trustee under
the Mortgage and Deed of Trust hereinafter referred to, party of
the second part.
WHEREAS, the Company heretofore executed and delivered
its Indenture of Mortgage and Deed of Trust (hereinafter called
the "Original Indenture"), dated as of the first day of January,
1942, to the Trustee, to secure the First Mortgage Bonds of the
Company, unlimited in aggregate principal amount and issuable in
series, from time to time, in the manner and subject to the
conditions set forth in the Mortgage (as hereinafter defined) and
by said Original Indenture granted and conveyed unto the Trustee,
upon the trusts, uses and purposes specifically therein set
forth, certain real estate, franchises and other property therein
described, including property acquired after the date thereof,
except as therein otherwise provided; and
WHEREAS, indentures supplemental to and amendatory of
the Original Indenture have been executed and delivered by the
Company and the Trustee, namely, Supplemental Indentures dated
March 7, 1942, April 28, 1943, August 20, 1943, August 30, 1943,
August 31, 1943, April 26, 1944, April 19, 1945, October 25,
1945, as of June 1, 1946, as of November 1, 1949, as of October
1, 1951, as of August 1, 1952, as of June 1, 1953, as of March 1,
1954, as of April 30, 1956, as of May 1, 1956, as of March 1,
1958, as of August 1, 1959, as of May 1, 1960, as of May 1, 1961,
October 1, 1964, November 1, 1966, as of June 1, 1967, as of
August 1, 1968, as of May 1, 1969, as of April 1, 1970, as of
December 1, 1971, as of July 1, 1973, as of June 1, 1974, as of
December 1, 1974, as of August 1, 1975, as of December 1, 1975,
as of April 1, 1976, as of June 1, 1976, as of July 1, 1976, as
of November 1, 1976, as of November 30, 1977, as of December 1,
1977, as of June 1, 1978, as of June 1, 1979, as of September 1,
1984, as of December 1, 1985, as of December 1, 1986, as of
May 1, 1989, as of December 1, 1990, and as of March 1, 1992,
respectively; and the Original Indenture as supplemented and
amended by said Supplemental Indentures and by this Supplemental
Indenture is hereinafter referred to as the Mortgage; and
WHEREAS, the Original Indenture and certain of said
Supplemental Indentures have been duly recorded in mortgage books
in the respective Offices of the Recorders of Deeds in and for
the Counties of Pennsylvania in which this Supplemental Indenture
is to be recorded, and in the mortgage records of Garrett County,
Maryland; and
WHEREAS, the Mortgage provides for the issuance of
bonds thereunder in one or more series, the form of each series
of bonds and of the coupons to be attached to the coupon bonds,
if any, of each series to be substantially in the forms set forth
therein with such omissions, variations and insertions as are
authorized or permitted by the Mortgage and determined and
specified by the Board of Directors of the Company; and
1
<PAGE>
WHEREAS, the Company by appropriate corporate action
in conformity with the terms of the Mortgage has duly determined
to create a series of bonds, which shall be designated as
"Secured Medium-Term Notes, Series D" (hereinafter sometimes
referred to as the "New Series Bonds" or the "bonds of the New
Series"), which said bonds of the New Series are to be
substantially in the form set forth in Article II hereof with the
insertion of numbers, denominations, dated dates, maturities,
redemption prices and interest rates as determined in accordance
with the terms of the Mortgage; and
WHEREAS, all acts and things prescribed by law and by
the charter and by-laws of the Company necessary to make the
bonds of the New Series when executed by the Company and
authenticated by the Trustee, as in the Mortgage provided, valid,
binding and legal obligations of the Company, entitled in all
respects to the security of the Mortgage, have been performed or
will have been performed prior to execution of such bonds by the
Company and authentication thereof by the Trustee; and
WHEREAS, provision is made in Sections 5.11 and 17.01
of the Original Indenture for such further instruments and
indentures supplemental to the Original Indenture as may be
necessary or proper (a) to carry out more effectually the
purposes of the Original Indenture; (b) expressly to subject to
the lien of the Original Indenture any property acquired after
the date of the Original Indenture and intended to be covered
thereby, with the same force and effect as though included in the
granting clauses thereof; (c) to set forth the terms and
provisions of any series of bonds to be issued and the forms of
the bonds and coupons, if any, of such series; (d) to add such
further covenants, restrictions or conditions for the protection
of the mortgaged and pledged property and the holders of bonds as
the Board of Directors of the Company and the Trustee shall
consider to be for the protection of the holders of bonds; and
(e) to cure any ambiguity of the Original Indenture which shall
not adversely affect the interests of the holders of the bonds;
and
WHEREAS, the Company has acquired additional property;
and it is desired to add certain further covenants, restrictions
and conditions for the protection of the mortgaged and pledged
property and the holders of bonds which the Board of Directors of
the Company and the Trustee consider to be for the protection of
the holders of bonds; and the Company desires to issue from time
to time bonds of the New Series; and the Company and the Trustee
deem it advisable to enter into this Supplemental Indenture for
the purposes of carrying out the purposes of the Original
Indenture, of expressly subjecting additional property to the
lien of the Mortgage, of setting forth certain terms and
provisions of the New Series Bonds and the form of the bonds of
the New Series, of setting forth such further covenants,
restrictions and conditions and to cure an ambiguity in the
Original Indenture so as to permit execution of the bonds of the
New Series by manual or facsimile signature; and
2
<PAGE>
WHEREAS, it was intended by the execution and delivery
of the Original Indenture and the aforesaid Supplemental
Indentures to subject to the lien of the Original Indenture, and
to grant to the Trustee a security interest in, all of the
property, real, personal and mixed, then owned by the Company or
thereafter acquired by the Company, as and to the extent set
forth therein, subject to the provisions thereof, except such
property as was therein expressly excepted and excluded from the
lien and operation thereof; and it is the intention of the
parties hereto, by the execution and delivery of this
Supplemental Indenture, to provide the Trustee with further
assurances by also creating in favor of the Trustee a security
interest, pursuant to the provisions of the Uniform Commercial
Code, in such of the aforesaid property as may by law be
subjected to such a security interest, except such thereof as is
expressly excepted and excluded as aforesaid or herein; and
WHEREAS, the execution and delivery of this
Supplemental Indenture have been duly authorized by the Board of
Directors of the Company, and all conditions and requirements
necessary to make this Supplemental Indenture a valid, binding
and legal instrument in accordance with its terms, for the
purposes herein expressed, and the execution and delivery hereof,
in the form and terms hereof, have been in all respects duly
authorized;
NOW, THEREFORE, in order further to secure the payment
of the principal and interest of all bonds issued and to be
issued under the Original Indenture and any indenture
supplemental thereto, including this Supplemental Indenture,
according to their tenor, purport and effect and the performance
and observance of all the covenants and conditions in said bonds
and the Original Indenture and indentures supplemental thereto,
including this Supplemental Indenture, contained, and for and in
consideration of the premises and of the sum of One Dollar
($1.00), lawful money of the United States of America, to the
Company duly paid by the Trustee at or before the ensealing and
delivery hereof, and other valuable consideration, the receipt
whereof is hereby acknowledged, and intending to be legally bound
hereby, the Company has executed and delivered this Supplemental
Indenture, and hath granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and
confirmed, and granted a security interest therein, and by these
presents doth grant, bargain, sell, release, convey, assign,
transfer, mortgage, pledge, set over and confirm and grant a
security interest therein, subject to the provisions of the
Mortgage, unto Bankers Trust Company, as Trustee, and to its
successors in the trust and to its and their assigns forever, all
the properties of the Company described or mentioned below, that
is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof or which may be hereafter acquired by it (except such
property as is in the Original Indenture or in any indenture
supplemental thereto, including this Supplemental Indenture,
expressly excepted from the lien and operation of the Original
Indenture).
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The property covered by this Supplemental Indenture
shall include particularly, among other property, without
prejudice to the generality of the language hereinbefore or
hereinafter contained, the following described property:
All the electric generating stations, station sites,
stations, electric reserve generating stations, substations,
substation sites, steam plants, hot water plants, hydro-electric
stations, hydro-electric station sites, electric transmission
lines, electric distribution systems, steam distribution systems,
hot water distribution systems, regulator stations, regulator
station sites, office buildings, storeroom buildings, warehouse
buildings, boiler houses, plants, plant sites, service plants,
coal, other mineral land mining rights and privileges, coal
storage yards, pole yards, electric works, power houses,
generators, turbines, boilers, engines, furnaces, dynamos,
buildings, structures, transformers, meters, towers, poles, tower
lines, cables, pole lines, tanks, storage holders, regulators,
pipes, pipe lines, mains, pipe fittings, valves, drips,
connections, tunnels, conduits, gates, motors, wires, switch
racks, switches, brackets, insulators, and all equipment,
improvements, machinery, appliances, devices, appurtenances,
supplies and miscellaneous property for generating, producing,
transforming, converting, storing and distributing electric
energy, steam and hot water, together with all furniture and
fixtures located in the aforesaid buildings, and all land on
which the same or any part thereof are situated;
And all of the real estate, leases, leaseholds (except
the last day of the terms of each lease and leasehold), and lands
owned by the Company, including land located on or adjacent to
any river, stream or other water, together with all flowage
rights, flooding rights, water rights, riparian rights, dams and
dam sites and rights, flumes, canals, races, raceways, head works
and diversion works;
And all of the municipal and other franchises,
licenses, consents, ordinances, permits, privileges, rights,
servitudes, easements and rights-of-way and other rights in or
relating to real estate or the occupancy of the same, owned by
the Company;
And all of the other property, real, personal or
mixed, owned by the Company, forming a part of any of the
foregoing property or used or enjoyed or capable of being used or
enjoyed in connection therewith or in anywise appertaining
thereto, whether developed or undeveloped, or partially
developed, or whether now equipped and operating or not and
wherever situated, and all the Company's right, title and
interest in and to the land on which the same or any part thereof
are situated or adjacent thereto;
And all rights for or relating to the construction,
maintenance or operation of any of the foregoing property
through, over, under or upon any public streets or highways or
other lands, public or private;
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And (except as in the Original Indenture or in any
indenture supplemental thereto, including this Supplemental
Indenture, expressly excepted) all the right, title and interest
of the Company presently held or hereafter acquired in and to all
other property of any of the foregoing kinds or any other kind or
nature appertaining to and/or used and/or occupied and/or enjoyed
in connection with any property hereinbefore described;
And all the items of the kinds hereinabove mentioned
including those thereof now owned by the Company and those
thereof hereafter acquired by the Company.
Without limitation of the generality of the foregoing,
all of the parcels of land and interests in land situate as set
forth in Schedule A, attached hereto and hereby made a part
hereof, and buildings and improvements thereon erected, owned by
the Company, and whether used or not used in connection with the
Company's operations, all of which real estate was conveyed to
the Company or its predecessors in title as set forth by the
conveyances set forth in said Schedule A to which conveyances
reference is made for a more particular description.
Also all other land and the buildings and improvements
thereon erected hereafter acquired;
TOGETHER WITH all and singular the tenements,
hereditaments and appurtenances belonging or in anywise
appertaining to the aforesaid property or any part thereof, with
the reversion and reversions, remainder or remainders and
(subject to the provisions of Section 9.01 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof, and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which
the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.
IT IS HEREBY AGREED by the Company that all the
property, rights, and franchises hereafter acquired by the
Company (except any in the Original Indenture or in any indenture
supplemental thereto, including this Supplemental Indenture,
expressly excepted) shall (subject to the provisions of Section
9.01 of the Original Indenture), to the extent permitted by law,
be as fully embraced within this Supplemental Indenture as if
such property, rights and franchises were now owned by the
Company and/or specifically described herein and conveyed hereby;
PROVIDED THAT, in addition to the reservations and
exceptions herein elsewhere contained, any property hereinbefore
mentioned which has been released by the Trustee from the lien of
the Mortgage or disposed of by the Company in accordance with the
provisions of the Mortgage prior to the date of the execution and
delivery of this Supplemental Indenture, and the following, are
not and are not intended to be granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
5
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set over or confirmed hereunder or to have a security interest
created therein, and are hereby expressly excepted from this
Supplemental Indenture and from the lien and operation of the
Mortgage, viz.: (1) cash and shares of stock and certificates or
evidence of interest therein and obligations (including bonds,
notes and other securities) not in the Original Indenture or in
any indenture supplemental thereto, including this Supplemental
Indenture, specifically pledged or covenanted so to be or
deposited or delivered hereunder or under any other supplemental
indenture; (2) any goods, wares, merchandise, equipment,
materials or supplies held or acquired for the purpose of sale or
resale in the usual course of business or for consumption in the
operation of any properties of the Company, and automobiles and
trucks; and (3) all judgments, contracts, accounts and choses in
action, the proceeds of which the Company is not obligated as in
the Original Indenture provided to deposit with the Trustee
hereunder; provided, however, that the property and rights
expressly excepted from this Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall take possession of the mortgaged and
pledged property in the manner provided in Article X of the
Original Indenture, by reason of the occurrence of a completed
default, as defined in said Article X of the Original Indenture;
TO HAVE AND TO HOLD all such properties, real,
personal and mixed, granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed,
or in which a security interest has been granted, by the Company
as aforesaid, or intended so to be, unto the Trustee and its
successors in the trust created in the Original Indenture and its
and their assigns forever;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, servitudes, franchises and contracts or other instruments
through which the Company acquired and/or claims title to and/or
enjoys the use of the properties mentioned above; and subject
also to such servitudes, easements, rights and privileges in,
over, on, and/or through said properties as have been granted to
other persons prior to the date of the execution and delivery of
this Supplemental Indenture; and subject also to encumbrances of
the character in the Original Indenture defined as "excepted
encumbrances" insofar as the same may attach to any of the
property embraced herein;
IN TRUST NEVERTHELESS upon the terms, trusts, uses and
purposes specifically set forth in the Mortgage;
AND IT IS HEREBY FURTHER COVENANTED AND AGREED, and
the Company and the Trustee have mutually agreed, in
consideration of the premises, as follows:
6
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ARTICLE I.
NEW SERIES BONDS.
Section 1.01 The Company hereby creates a series of
serial bonds, limited in principal amount, as hereinafter
provided, to be issued under and secured by the Mortgage, to be
designated and to be distinguished from bonds of all other series
by the title "First Mortgage Bonds, designated Secured Medium-
Term Notes, Series D."
Section 1.02 The aggregate principal amount of bonds
of the New Series shall be limited to Four Hundred Fifty Million
Dollars ($450,000,000) to be initially authenticated and
delivered from time to time upon delivery to the Trustee of a
request for authentication specifying the principal amount of the
bonds of the New Series to be issued on the specified date of
issuance, the numbers, denominations, dated date or dates,
maturity date or dates, redemption prices and interest rate or
rates of such bonds of the New Series and the other items
specified in Article IV of the Mortgage; provided that no bond of
the New Series shall mature on a date less than one year or more
than thirty-five years from the date of issue.
Section 1.03 Each bond of the New Series shall be
dated the date of its authentication (an "Issue Date") and shall
bear interest from the Issue Date of said bond or from the most
recent interest payment date to which interest has been paid or
duly provided for with respect to such bond (or the bond or bonds
in exchange or substitution for which such bond was issued);
except that, so long as there is no existing default in the
payment of interest on the bonds of the New Series, any bond of
the New Series authenticated by the Trustee between the record
date (as defined in Section 1.04 hereof) for any interest payment
date for such bond and such interest payment date shall bear
interest from such interest payment date; provided, however, that
if and to the extent the Company shall default in payment of the
interest due on such interest payment date, then any such bond of
the New Series shall bear interest to that extent from the most
recent interest payment date to which interest has been paid or
duly provided for with respect to such bond (or the bond or bonds
in exchange or substitution for which such bond was issued), or,
if no interest has been paid, then from the Issue Date of such
bond.
Section 1.04 Unless previously redeemed pursuant to
the provisions hereof and of the Mortgage, each bond of the New
Series shall be payable on the maturity thereof, in such coin or
currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and
private debts, and shall bear interest, payable in like coin or
currency, at the rate per annum and from the date determined in
accordance with Sections 1.02 and 1.03, payable semiannually on
January 1 and July 1 of each year and on the maturity date of
said bond commencing with the interest payment date following the
Issue Date of said bond; provided, however, if the Issue Date of
7
<PAGE>
a bond is between the record date for an interest payment date
and the interest payment date, interest payments on said bond
will commence on the second interest payment date following the
Issue Date; and at the highest rate of interest borne by any of
the bonds outstanding under the Mortgage from such date of
maturity until they shall be paid or payment thereof shall have
been duly provided for. Principal of and interest on the bonds
of the New Series shall be payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York.
The persons in whose names bonds of the New Series are
registered at the close of business on any record date (as
hereinafter defined) with respect to any semiannual interest
payment date shall be entitled to receive the interest payable on
such interest payment date (except that in case of any redemption
of bonds of the New Series on a date subsequent to the record
date and prior to such interest payment date, interest on such
redeemed bonds shall be payable only to the date fixed for
redemption thereof and only against surrender of such bonds for
redemption in accordance with the notice of such redemption)
notwithstanding the cancellation of any bond of the New Series
upon any registration of transfer or exchange subsequent to the
record date and prior to such interest payment date; provided,
however, that if, and to the extent, the Company shall default in
the payment of the interest due on any interest payment date,
such defaulted interest shall be paid to the persons in whose
names outstanding bonds of the New Series are registered on the
day immediately preceding the date of payment of such defaulted
interest or, at the election of the Company, on a subsequent
record date established by notice given by mail by or on behalf
of the Company to the holders of bonds of the New Series not less
than fifteen days preceding such subsequent record date.
Interest payable at the maturity or upon earlier redemption of
any bond of the New Series shall be payable to the person to whom
principal shall be payable.
The term "record date" shall mean, with respect to any
regular semiannual interest payment date, the close of business
on the fifteenth day of the calendar month next preceding such
interest payment date (or if such fifteenth day is not a business
day, the next preceding business day) or, in the case of
defaulted interest, the close of business on any subsequent
record date established as provided above.
Section 1.05 (a) Each bond of the New Series may be
redeemed at the option of the Company, as a whole or from time to
time in part, after notice mailed to the registered holder of
such bond directed to his registered address not less than thirty
days and not more than ninety days before such redemption date,
on or after the date, if any, and at redemption prices
established for such bond in accordance with Section 1.02
together with accrued interest to the date of redemption.
(b) All bonds of the New Series may also be
redeemed on any date prior to maturity, as a whole or from time
to time in part, after notice mailed to the registered holder of
8
<PAGE>
such bond directed to his registered address not less than thirty
days and not more than ninety days before such redemption date by
the application therefor of cash deposited with or received by
the Trustee pursuant to Sections 5.06, 5.07, 5.08, 5.15, 7.02,
9.02, 9.03, 9.04, 9.05 and 9.07 of the Mortgage, if not otherwise
withdrawn, used or applied in accordance with the provisions of
the Mortgage, in each case, at the principal amount thereof,
together with accrued interest to the date of redemption,
provided, however, that on any such redemption the portion of
such cash applied to the redemption of bonds of the New Series at
such redemption prices shall not exceed that fraction of such
cash which is equal to the ratio of (i) the aggregate principal
amount of bonds of the New Series outstanding at that time to
(ii) the aggregate principal amount of bonds of all series
outstanding at that time.
(c) If at the time of the mailing of any such
notice of redemption, the Company shall not have irrevocably
directed the Trustee to apply funds deposited with the Trustee,
or held it available to be used, for the redemption of such
bonds, to redeem all of such bonds called for redemption,
including accrued interest to the date fixed for redemption, such
notice may state that it is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for
redemption and such notice shall be of no effect unless such
moneys are so received before such date.
Section 1.06 Bonds of the New Series shall be
issuable only as fully registered bonds in denominations of
$100,000 and in denominations exceeding such amount in integral
multiples of $1,000. Bonds of the New Series shall be
exchangeable at the option of the holders thereof, in like
aggregate principal amounts and tenor, for bonds of the New
Series having the same maturity of other authorized
denominations. Bonds of the New Series shall be substantially in
the form thereof hereinbefore recited with the insertion of
numbers, denominations, dated dates, maturities, redemption
prices and interest rates as determined in accordance with the
terms of the Mortgage.
Section 1.07 The last sentence of Section 2.03 of the
Original Indenture shall not apply to bonds of the New Series.
In case less than all of the bonds of the New Series at the time
outstanding are called for redemption, the Company shall not be
required to transfer or exchange any bonds of the New Series for
a period of 10 days before the mailing of a notice of redemption
of bonds of the New Series selected for redemption, to transfer
or exchange any bond of the New Series called for redemption in
its entirety or to transfer or exchange any portion of a bond of
the New Series which portion has been called for redemption.
Section 1.08 The Company covenants and agrees that,
notwithstanding Section 2.03 of the Original Indenture, it will
not charge any sum for or in connection with any exchange or
transfer of any bond of the New Series, but may require the
payment of a sum sufficient to cover any tax or taxes or other
governmental charges incident to any exchange, transfer or
registration thereof.
9
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ARTICLE II.
FORM OF THE BONDS OF THE NEW SERIES.
The form of the bonds of the New Series and the
Trustee's authentication certificate to be endorsed thereon shall
be substantially as follows, the maturity dates, denominations,
redemption prices and interest rates thereof to be appropriately
inserted.
[FORM OF FACE OF NEW SERIES BONDS]
PENNSYLVANIA ELECTRIC COMPANY
First Mortgage Bond, designated Secured
Medium-Term Note, Series D
$ No.
CUSIP:
Issue Date: Interest Rate: Maturity Date:
Initial Redemption Date:
PENNSYLVANIA ELECTRIC COMPANY, a corporation of the
Commonwealth of Pennsylvania (hereinafter called the Company),
for value received, hereby promises to pay to or
registered assigns, DOLLARS on the Maturity
Date, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay
interest thereon at the Interest Rate specified above, semi-
annually on January 1 and July 1 of each year and on the Maturity
Date (each an interest payment date) commencing with the interest
payment date following the Issue Date specified above; provided,
however, if the Issue Date is between the record date for an
interest payment and the payment date, interest payments will
commence on the second interest payment date following the Issue
Date; at said office or agency, in like coin or currency, from
the Issue Date specified above or from the most recent interest
payment date to which interest has been paid or duly provided for
with respect to this bond (or the bond or bonds in exchange or
substitution for which this bond was issued) until this bond
shall mature, according to its terms or on prior redemption or by
declaration or otherwise, and at the highest rate of interest
borne by any of the bonds outstanding under the Mortgage
hereinafter mentioned from such date of maturity until this bond
shall be paid or the payment hereof shall have been duly provided
for. The interest so payable on any January 1 or July 1 will,
subject to certain exceptions provided in said Mortgage, be paid
to the person in whose name this bond (or the bond or bonds in
exchange or substitution for which this bond was issued) was
10
<PAGE>
registered at the close of business on the fifteenth day of the
calendar month next preceding such January 1 or July 1 or, if
such fifteenth day is not a business day, on the next preceding
business day.
Reference is hereby made to the further provisions of
this bond set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the
certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, PENNSYLVANIA ELECTRIC COMPANY has
caused this bond to be signed in its name by the manual or
facsimile signature of its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
affixed hereto and attested by the manual or facsimile signature
of its Secretary or one of its Assistant Secretaries.
Dated: PENNSYLVANIA ELECTRIC COMPANY
Attest: By____________________________
Vice President
______________________________
Assistant Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds of the series herein
designated, provided for in the within-mentioned Mortgage.
BANKERS TRUST COMPANY, Trustee
By____________________________
Authorized Officer
[FORM OF REVERSE OF NEW SERIES BONDS]
This bond is one of an issue of bonds of the Company
(hereinafter referred to as the "bonds"), not limited in
principal amount, issuable in series, which different series and
bonds of the same series may mature at different times, may bear
interest at different rates, and may otherwise vary as provided
in the Mortgage hereinafter mentioned and is one of a series
known as its First Mortgage Bonds, designated Secured Medium-Term
11
<PAGE>
Notes, Series D (herein sometimes referred to as "bonds of this
Series"), all bonds of all series issued and to be issued under
and equally and ratably secured (except insofar as any sinking or
analogous fund, established in accordance with the provisions of
said Mortgage, may afford additional security for the bonds of
any particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
"Mortgage") dated as of January 1, 1942, executed by the Company
to BANKERS TRUST COMPANY, as Trustee, to which reference is made
for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights and limitations of
rights of the holders of the bonds and of the Company in respect
thereof, the rights, duties and immunities of the Trustee, and
the terms and conditions upon which the bonds are, and are to be,
issued and secured.
The Mortgage contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than seventy-five per centum (75%) in principal amount of
all of the bonds at the time outstanding (determined as provided
in the Mortgage) evidenced as in the Mortgage provided, or in
case the rights under the Mortgage of the holders of bonds of one
or more, but less than all, of the series of bonds outstanding
shall be affected, then with the consent of the holders of not
less than seventy-five per centum (75%) in principal amount of
the bonds at the time outstanding of the series affected
(determined as provided in the Mortgage) evidenced as in the
Mortgage provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Mortgage or modifying in any manner the rights
of the holders of the bonds and coupons; provided, however, that
no such supplemental indenture shall (i) extend the fixed
maturity of any bonds, or reduce the rate or extend the time of
payment of interest thereon, or reduce the principal amount
thereof, without the consent of the holder of each bond so
affected, or (ii) reduce the aforesaid percentage of bonds, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all bonds then
outstanding. Any such consent by the holder of this bond (unless
effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond, irrespective of whether or not any notation
of such consent is made upon this bond.
No reference herein to the Mortgage and no provision
of this bond or of the Mortgage shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this bond at the time and
place and at the rate in the coin or currency herein prescribed.
The bonds of this Series are issuable only as fully
registered bonds in denominations of $100,000 and in
denominations exceeding such amount in integral multiples of
$1,000. Bonds of such series may be exchanged at the office or
agency to be maintained by the Company in said Borough of
Manhattan and in the manner and subject to the limitations
12
<PAGE>
provided in the Mortgage for a like aggregate principal amount of
bonds of such series, tenor and maturity of other authorized
denominations without charge except for any tax or taxes or other
governmental charges incident to such exchange.
The bonds of this Series may be redeemed, at the
option of the Company, on or after the Initial Redemption Date,
if any, specified above, as a whole or from time to time in part,
after notice mailed to the registered holder hereof directed to
his registered address not less than thirty days and not more
than ninety days before such redemption date, at the redemption
prices (expressed in percentages of principal amount) set forth
in the attached table under "Regular Redemption Prices," together
with accrued interest to the date of redemption.
The bonds of this Series may, subject to certain
limitations set forth in the Mortgage, also be redeemed on any
date prior to maturity, as a whole or, from time to time, in
part, after notice mailed to the registered holder hereof
directed to his registered address not less than thirty days and
not more than ninety days before such redemption date by the
application therefor of cash deposited with or received by the
Trustee pursuant to Sections 5.06, 5.07, 5.08, 5.15, 7.02, 9.02,
9.03, 9.04, 9.05 and 9.07 of the Mortgage, if not otherwise
withdrawn, used or applied in accordance with the provisions of
the Mortgage, all as provided in the Mortgage, in each case, at
the principal amount thereof, together with accrued interest to
the date of redemption; provided, however, that on any such
redemption the portion of such cash applied to the redemption of
bonds of the New Series at a price equal to the principal amount
thereof shall not exceed that fraction of such cash which is
equal to the ratio of (i) the aggregate principal amount of bonds
of the New Series outstanding at that time to (ii) the aggregate
principal amount of all bonds of all series outstanding at that
time.
The Mortgage provides that any notice of such
redemption may state that it is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for
redemption and such notice shall be of no effect unless such
moneys are so received before such date.
The Mortgage provides that if the Company shall
deposit with the Trustee in trust for the purpose funds
sufficient to pay the principal of all of the bonds of any
series, or such of the bonds of any series as have been or are to
be called for redemption, and premium, if any, thereon and all
interest payable on such bonds to the date on which they become
due and payable at maturity or upon redemption or otherwise, and
shall comply with the other provisions of the Mortgage in respect
thereof, then from the date of such deposit such bonds shall no
longer be entitled to any lien or benefit under the Mortgage.
The principal hereof may be declared or may become due
prior to the express date of the maturity hereof on the
conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.
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This bond is transferable as prescribed in and subject
to the limitations contained in the Mortgage by the registered
holder hereof in person, or by his duly authorized attorney, at
the office or agency of the Company in said Borough of Manhattan,
upon surrender and cancellation of this bond, and thereupon, a
new fully registered bond or bonds of authorized denominations of
the same series, tenor and maturity and for the same aggregate
principal amount will be issued to the transferee in exchange
herefor as provided in the Mortgage without charge except for any
tax or taxes or other governmental charges incident to such
transfer. The Company and the Trustee, any paying agent and any
bond registrar may deem and treat the person in whose name this
bond is registered as the absolute owner and holder hereof,
whether or not this bond shall be overdue, for the purpose of
receiving payment and for all other purposes and neither the
Company nor the Trustee nor any paying agent nor any bond
registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the
principal of or interest on this bond, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Mortgage, against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer, or
director, as such, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors, as such, being waived and
released by the holder and owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
[END OF FORM OF BOND OF NEW SERIES]
ARTICLE III.
USE OF FACSIMILE SIGNATURES.
Any or all signatures of the officers of the Company
upon any of the bonds of the New Series may be either manual or
facsimile signatures.
ARTICLE IV.
MISCELLANEOUS.
Section 4.01 The Company covenants and agrees that,
so long as any of the bonds of the New Series shall be secured by
the lien of the Mortgage, the following provisions of the
following Supplemental Indentures shall be effective, and the
Company will observe and perform each and all of the conditions
and of its covenants and agreements therein set forth, as if the
bonds of the New Series were specified therein:
14
<PAGE>
(a) Section 1 of Article II of the Supplemental
Indenture dated as of November 1, 1949, as amended by paragraph
(a) of Section 2.01 of Article II of the Supplemental Indenture
dated as of August 1, 1959.
(b) Section 2 of Article II of the Supplemental
Indenture dated as of November 1, 1949.
(c) Section 1 of Article III of the Supplemental
Indenture dated as of October 1, 1951.
(d) Section 2 of Article II of the Supplemental
Indenture dated as of June 1, 1953. Subsection (D) thereof as
heretofore amended is hereby further amended to read as follows:
"(D) the provisions of this Section shall be
effective only so long as any of the 1983 Series or of the 3
1/8% Series due 1984 or of the 1986 Series or of the 1988
Series or of the 1989 Series or of the 1990 Series or of the
1991 Series or of the 1994 Series or of the 1996 Series or
of the 1997 Series or of the 1998 Series or of the 1999
Series or of the 2000 Series or of the 2001 Series or of the
2003 Series or of the 2004 Series or of the 1975-1984 Series
or of the August 1, 1984 Series or of the June 1, 2006
Series or of the July 1, 2006 Series or of the December 1,
2007 Series A or of the December 1, 2007 Series B or of the
2008 Series Bonds or of the June 1, 1999 Series or of the
Series A due 2015 or of the Series due 2016 or of the
Secured Medium-Term Notes, Series A or of the Secured
Medium-Term Notes, Series B or of the Secured Medium-Term
Notes, Series C or of the Secured Medium-Term Notes, Series
D bonds shall be outstanding, and may be waived by the
holders of not less than 75% in aggregate principal amount
of all bonds specifically entitled to the benefit of the
covenants set forth in this Section (which need not include
75% in principal amount of the then outstanding 1983 Series
or 3 1/8% Series due 1984 or 1986 Series or 1988 Series or
1989 Series or 1990 Series or 1991 Series or 1994 Series or
1996 Series or 1997 Series or 1998 Series or 1999 Series or
2000 Series or 2001 Series or 2003 Series or 2004 Series or
1975-1984 Series or August 1, 1984 Series or June 1, 2006
Series or July 1, 2006 Series or December 1, 2007 Series A
or December 1, 2007 Series B or 2008 Series or June 1, 1999
Series or Series A due 2015 or Series due 2016 or Secured
Medium-Term Notes, Series A or Secured Medium-Term Notes,
Series B or Secured Medium-Term Notes, Series C or Secured
Medium-Term Notes, Series D bonds or any other series of
bonds specifically entitled to the benefit of such
covenants), outstanding at the time of such acquisition, by
a consent given in writing or given at a meeting of the
holders of the 1983 Series and 3 1/8% Series due 1984 and
1986 Series and 1988 Series and 1989 Series and 1990 Series
and 1991 Series and 1994 Series and 1996 Series and 1997
Series and 1998 Series and 1999 Series and 2000 Series and
2001 Series and 2003 Series and 2004 Series and 1975-1984
15
<PAGE>
Series and August 1, 1984 Series and June 1, 2006 Series and
July 1, 2006 Series and December 1, 2007 Series A and
December 1, 2007 Series B and 2008 Series and June 1, 1999
Series and Series A due 2015 and Series due 2016 and Secured
Medium-Term Notes, Series A and Secured Medium-Term Notes,
Series B and Secured Medium-Term Notes, Series C and Secured
Medium-Term Notes, Series D bonds and such other bonds, if
any, held pursuant to the applicable provisions of Article
XVI of the Original Indenture. Moreover, none of the
provisions of subsection (B) of this Section shall be
applicable to any acquisition of property ordered, approved
or permitted by the Securities and Exchange Commission under
the provisions of the Public Utility Holding Company Act of
1935 as then in force, or by any successor regulatory body
of the United States of America having jurisdiction in the
premises."
(e) Section 2 of Article II of the Supplemental
Indenture dated as of May 1, 1956.
Section 4.02 The table of contents and the titles of
the Articles of this Supplemental Indenture shall not be deemed
to be any part thereof.
Section 4.03 The Original Indenture, as amended and
supplemented by the aforesaid indentures supplemental thereto and
by this Supplemental Indenture, is in all respects ratified and
confirmed and the Original Indenture and the aforesaid indentures
supplemental thereto and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
Section 4.04 This Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
The debtor and its mailing address are Pennsylvania
Electric Company, 1001 Broad Street, Johnstown, Pennsylvania
15907. The secured party and an address of the secured party
from which information concerning the security interest may be
obtained are Bankers Trust Company, Trustee, Four Albany Street,
New York, New York 10015.
16
<PAGE>
IN WITNESS WHEREOF, on this ____ day of June, 1993
PENNSYLVANIA ELECTRIC COMPANY, party of the first part, has
caused this instrument to be signed in its name and behalf by its
President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant
Secretary in the City of Johnstown, Pennsylvania, and BANKERS
TRUST COMPANY, party of the second part, has caused this
instrument to be signed in its name and behalf by an Assistant
Vice President and its corporate seal to be hereunto affixed and
attested by an Assistant Secretary, in The City of New York, New
York.
PENNSYLVANIA ELECTRIC COMPANY,
By____________________________
W. R. Stinson
Vice President
[CORPORATE SEAL]
Attest:
______________________________
W. C. Matthews II
Secretary
In the presence of:
______________________________
R. M. Wisnouse
______________________________
Angelique G. Eupheme Weeks
BANKERS TRUST COMPANY,
By____________________________
Samir M. Pandiri
Assistant Vice President
[CORPORATE SEAL]
Attest:
______________________________
Shikha Dombek
Assistant Secretary
In the presence of:
______________________________
John Florio
______________________________
Shafiq Jadavji
17
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: ss.
COUNTY OF CAMBRIA :
On this _____ day of June, 1993, before me, Georgiann
Knepper, a Notary Public for the State and County aforesaid, the
undersigned officer, personally appeared W. R. Stinson, who
acknowledged himself to be a Vice President of Pennsylvania
Electric Company, a corporation, and that he as such Vice
President, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name
of the corporation by himself as Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and
official seal.
______________________________
[NOTARIAL SEAL]
STATE OF NEW YORK :
: ss.
COUNTY OF NEW YORK :
On this _____ day of June, 1993, before me, Marjorie
Stanley, a Notary Public for the State and County aforesaid, the
undersigned officer, personally appeared Samir M. Pandiri, who
acknowledged himself to be an Assistant Vice President of Bankers
Trust Company, a corporation, and that he as such Assistant Vice
President, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name
of the corporation by himself as Assistant Vice President.
I am not a director or officer of said Bankers Trust
Company.
IN WITNESS WHEREOF, I hereunto set my hand and
official seal.
___________________________
[NOTARIAL SEAL]
18
<PAGE>
COMMONWEALTH OF PENNSYLVANIA :
: ss.
COUNTY OF CAMBRIA :
On the ____ day of June, in the year 1993, before me,
personally came W. R. Stinson, to me known, who, being by me duly
sworn, did depose and say that he resides in Johnstown,
Pennsylvania; that he is a Vice President of Pennsylvania
Electric Company, one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument as such
seal is such corporate seal; that it was so affixed by order of
the board of directors of said corporation, and that he signed
his name thereto by like order.
______________________________
[NOTARIAL SEAL]
STATE OF NEW YORK :
: ss.
COUNTY OF NEW YORK :
On the ____ day of June, in the year 1993, before me,
personally came Samir M. Pandiri, to me known, who, being by me
duly sworn, did depose and say that he resides in Jersey City,
New Jersey; that he is an Assistant Vice President of Bankers
Trust Company, one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument as such
seal is such corporate seal; that it was so affixed by order of
the board of directors of said corporation, and that he signed
his name thereto by like order; at the same time he made oath in
due form of law that the consideration stated in said instrument
is true and bona fide as therein set forth, and that he is duly
authorized by said corporation to execute and acknowledge said
instrument and to make such oath.
I am not a director or officer of said Bankers Trust
Company.
______________________________
[NOTARIAL SEAL]
19
<PAGE>
CERTIFICATE OF RESIDENCE
Bankers Trust Company, Mortgagee and Trustee within
named, hereby certifies that its precise residence is Four Albany
Street, in the Borough of Manhattan, in The City of New York, in
the State of New York.
BANKERS TRUST COMPANY,
By ___________________________
Samir M. Pandiri
Assistant Vice President
20
<PAGE>
SCHEDULE A
A-1
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST General Portfolios Corporation
By:/s/ M. A. Nalewako /s/ Donald W. Myers
December 5, 1988
-1-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Waverly Electric Light & Power Company
By:/s/ M. A. Nalewako /s/ Donald W. Myers
May 26, 1983
-2-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Saxton Nuclear Experimental Corporation
By:/s/ M. A. Nalewako /s/ Donald W. Myers
May 26, 1983
-3-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Energy Initiatives, Inc.
By:/s/ Kelly A. Tomblin /s/ Bruce Levy
December 19, 1984
-4-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Armstrong Energy Corporation
By:/s/ Kelly A. Tomblin /s/ Bruce Levy
July 15, 1988
-5-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Hanover Energy Corporation
By:/s/ Kelly A. Tomblin /s/ Bruce Levy
May 28, 1988
-6-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Camchino Energy Corporation
By:/s/ Kelly A. Tomblin /s/ Bruce Levy
April 26, 1989
-7-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Elmwood Energy Corporation
By:/s/ Kelly A. Tomblin /s/ Bruce Levy
April 13, 1987
-8-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Geddes Cogeneration Corporation
By:/s/ Kelly A. Tomblin /s/ Bruce Levy
March 27, 1989
-9-
<PAGE>
Exhibit D-2
Amendment to Agreement of
General Public Utilities Corporation and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, General Public Utilities Corporation ("GPU") and certain of its
subsidiaries have entered into the Agreement of General Public Utilities
Corporation and its Subsidiaries related to Consolidated Federal Income Tax
Returns, dated May 26, 1983 ("Tax Allocation Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation Agreement,
additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to
evidence their agreement to the allocation of consolidated federal income
taxes as therein provided.
NOW THEREFORE, in consideration of the provisions, and other good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST EI Fuels Corporation
By:/s/ Kelly A. Tomblin /s/ /Bruce Levy
September 30, 1990
-10-
<PAGE>
Exhibit E-3
VENTURE DISCLOSURES
Licensing of Computer Programs
to Nonassociated Companies
Pursuant to the provisions contained in the Securities and Exchange
Commission (SEC) Order dated August 29, 1990 for SEC File No. 70-7675, neither
Jersey Central Power & Light Company, Metropolitan Edison Company nor
Pennsylvania Electric Company entered into any transactions nor recognized any
revenues during the calendar year 1993 for activity related to the licensing
of computer programs to nonassociated companies.
-1-
<PAGE>
Exhibit E-5
VENTURE DISCLOSURES
Operation and Maintenance Service Business
Pursuant to the provisions contained in the Securities and Exchange
Commission (SEC) Order dated December 15, 1993 for SEC File No. 70-8289,
neither Jersey Central Power & Light Company, Metropolitan Edison Company nor
Pennsylvania Electric Company entered into any transactions nor recognized any
revenues during the calendar year 1993 for activity related to Operation and
Maintenance Service Business.
-1-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS Exhibit F-1
Part III.
GPU
The following pages consist of disclosures made in GPU's 1994 Proxy
Statement as well as disclosures made in the GPU System Companies' 1993 Annual
reports on Form 10-K.
General Public Utilities Corporation
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 1, 1994, the beneficial
ownership of equity securities of GPU System companies of each of the GPU
directors and each of the executive officers named in the Summary Compensation
Table, and of all directors and executive officers of GPU as a group. The
shares owned by all directors and executive officers as a group constitute
less than 1% of the total shares outstanding.
Amount and Nature
of Beneficial
Name Title of Security Ownership(1)
Louis J. Appell, Jr. GPU Common Stock 1,400 shares-Direct
4,274 shares-Indirect
Donald J. Bainton GPU Common Stock 3,400 shares-Direct
Theodore H. Black GPU Common Stock 6,531 shares-Direct
Philip R. Clark GPU Common Stock 4,992 shares-Direct
362 shares-Indirect
John G. Graham GPU Common Stock 6,411 shares-Direct
1,680 shares-Indirect
Thomas B. Hagen GPU Common Stock 6,566 shares-Direct
Henry F. Henderson, Jr. GPU Common Stock 1,976 shares-Direct
1,200 shares-Indirect
Ira H. Jolles GPU Common Stock 5,025 shares-Direct
James R. Leva GPU Common Stock 3,912 shares-Direct
100 shares-Indirect
John M. Pietruski GPU Common Stock 3,400 shares-Direct
Catherine A. Rein GPU Common Stock 1,800 shares-Direct
Paul R. Roedel GPU Common Stock 2,000 shares-Direct
Carlisle A. H. Trost GPU Common Stock 1,317 shares-Direct
Robert L. Wise GPU Common Stock 5,092 shares-Direct
Patricia K. Woolf GPU Common Stock 2,511 shares-Direct
All GPU Directors and
Executive Officers
as a Group GPU Common Stock 73,058 shares-Direct
9,200 shares-Indirect
(1) The number of shares owned and the nature of such ownership, not being
within the knowledge of GPU, have been furnished by each individual.
-1-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Remuneration of Executive Officers
PERSONNEL AND COMPENSATION COMMITTEE REPORT
GPU has an executive compensation program consisting of three separate
but inter-related components: the Base Salary Program, the Incentive
Compensation Program and the 1990 Stock Plan.
Compensation Philosophy
The Corporation's compensation philosophy is to provide a competitive
compensation program that allows GPU to attract and retain top executive
talent, to provide an incentive for executives to achieve business objectives
and to reward executives when results materialize. The program provides a
combination of short-term and long-term compensation vehicles to encourage
executives to weigh short-term and long-term corporate interests.
Market Comparisons
To assist in determining competitive compensation levels, GPU retains a
major compensation consulting firm to ascertain competitive rates for
executive positions similar to those at GPU. In developing comparisons, the
consulting firm uses survey data from companies perceived to be in competition
with GPU for executive talent. These companies are primarily electric
utilities similar to GPU in size and complexity although data on non-utility
companies are used to a lesser extent since GPU competes for talent in the
larger market. The companies used in these comparisons include some but not
all of those which make up the S&P Utility Index shown in the performance
graph on page 16, and the comparison companies represent a much larger sample
of the market for executive talent than do the companies in the Index.
Within the defined competitive market for executive talent, GPU targets
pay levels at the median, or 50th percentile, when corporate objectives are
fully achieved. Because the executive compensation program is designed to vary
total pay based on the extent to which objectives are achieved, actual pay
levels in any given year may be above the competitive median or below it.
Base Salary Program
The Base Salary Program is intended to enable the Corporation to attract
and retain needed executive talent. Individual executive base salaries are
determined primarily by the identification of competitive levels and an
assessment of individual executive performance. Annual increases, if any, are
determined based on the amounts believed needed to maintain base pay at
competitive levels, the assessment of each executive's performance,
particularly over the past year, and the Board of Directors' determination of
what constitutes appropriate spending given the Corporation's financial
results. These factors are not formally weighted and the Board uses subjective
judgment in arriving at final amounts.
Base salary increases for the executive officers and for Mr. James R.
Leva, Chairman, President and Chief Executive Officer, were determined in this
manner. The contribution of the executive officers and Mr. Leva, in
-2-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
particular, to the Corporation's success made it appropriate, in the opinion
of the Board, to increase 1993 salary levels.
Incentive Compensation Plan
The Incentive Compensation Program provides an annual incentive
opportunity for executives. Specific business objectives are determined in
advance and targeted award levels set so that, if the objectives are achieved,
the actual bonus awards will be at competitive levels. If results are not
achieved, awards, if any, will be below target levels; if targeted results are
exceeded, awards will be above target although the total awards for all
officers cannot exceed 125 percent of target. No awards can be made in any
year in which dividends are not declared or paid on GPU common stock.
The business objectives which serve as the basis for awards are a
combination of the performance of GPU as a corporation, the performance of the
executive's employer company and the achievement of the executive's individual
objectives. GPU corporate performance determines the total dollars available
and each subsidiary's results determine its share of the total dollars.
GPU corporate performance measures are return on equity (40 percent),
nuclear safety (30 percent), customer cost as compared to neighboring
utilities (15 percent) and quality of customer service defined as average
interrupted minutes of service (15 percent). These measures have been
developed to reflect the Corporation's responsibilities to each of its major
constituencies - shareholders, customers and the general public.
For the Corporation's operating electric companies, JCP&L, Met-Ed, and
Penelec, performance measures are earnings (40 percent), budget management (25
percent), customer cost (20 percent) and quality of service (15 percent). For
GPUN, measures are nuclear safety (50 percent), power generation (25 percent)
and budget management (25 percent). GPUSC measures are a weighted average of
the other companies'.
Final awards for each executive also reflect the executive's individual
performance and contribution to the achievement of the corporate objectives.
This portion of the total award is based on the Board's subjective assessment
of the executive's contribution.
The incentive awards for executive officers and for Mr. Leva reflected
overall results that were slightly above target. Revenue increases combined
with strict budget management resulted in the ROE objective being exceeded.
Nuclear safety objectives were also exceeded. Neither the customer cost nor
the quality of service objectives was fully achieved. Severe storms in the
first quarter resulted in large scale service interruptions and were the
primary cause of missing the quality of service objective.
Individual system company results varied. GPUN exceeded each of its
objectives. Among the three operating companies, all exceeded earnings
objectives; two exceeded the budget management objective while the third was
slightly below target. All three fell below objective in customer cost and one
achieved the quality of service objective while the other two did not.
-3-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Individual awards to executives and Mr. Leva reflected these results as
well as their individual contributions. Mr. Leva's award was above the
targeted level reflecting the achievement of corporate results and his
individual contribution to the achievement of those results.
Mr. Leva's individual achievements for 1993 included direction of an
extensive strategic planning effort to position GPU to compete effectively in
a deregulated market. As part of this effort, Mr. Leva also took the lead in
developing a corporate vision for GPU and a comprehensive set of corporate
values which will serve as a guide to all employees as they work to meet the
challenges posed by changes occurring within the electric utility industry.
Mr. Leva's personal leadership was considered crucial to the success of the
vision effort, as he generated employee input during the process and took the
lead in communicating the vision and values throughout the Corporation.
Operationally, the Corporation performed exceptionally well under Mr.
Leva's guidance. The nuclear plants had an outstanding year, operating at
capacity factors well above industry averages. Refueling outages were managed
more cost-effectively and the plants earned a financial reward for GPU under
the New Jersey Performance Standard for both 1992-93 and 1993-94.
Under Mr. Leva's leadership, GPU achieved record earnings, both in
dollars and on a per-share basis during 1993. In addition, the Corporation
continued to provide total return (dividends plus share price increase) to its
shareholders of 18 percent, compared with 12 percent for the average electric
utility.
Mr. Leva and the management team have successfully positioned GPU in the
forefront of electric utilities taking a responsible position on environmental
issues. In support of the Clean Air Act of 1990, the Corporation made major
investments in scrubbers to reduce emissions from a coal-fired generating
station. GPU has also pledged support for the U.S. Department of Energy's
program of voluntary reduction of greenhouse gases. In addition, Penelec's
successful testing of a new coal water slurry process demonstrated that the
procedure can reduce coal use significantly by turning waste particles into
low-emission fuel.
Again, under Mr. Leva's direction, GPU and its senior management have
taken leadership positions within our service territory communities. In
addition to their efforts in economic development, they strongly support, with
contributions of both time and expertise, a full range of volunteer
activities, with an emphasis on education programs and projects.
For example, after-school homework centers, funded by the operating
companies and staffed by employee volunteers, have been established in a low-
income housing development and in a middle school; employees work with
teachers to create vital comprehensive "real world" lesson plans for their
students; and employees are encouraged to visit classrooms as guest speakers,
describing their jobs and the skills needed to succeed in today's workforce.
These accomplishments supported the Incentive Compensation awards
approved by the Board.
-4-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
1990 Stock Plan
Awards in 1993 under the Stock Plan were made in the form of restricted
share units. These units give the recipient the right to receive shares of GPU
stock (or cash at the discretion of the Committee) at the end of the vesting
period which is normally five years. Dividend equivalents are made in the form
of additional units over the vesting period. The value of the award when the
grant vests is determined by the value of GPU stock and GPU dividends, thus
linking this component of executive compensation to changes in shareholder
value.
The Plan provides for the use of other stock vehicles such as stock
options and stock appreciation rights; however, the Board determined that the
use of restricted share units provides the closest relationship to shareholder
value.
The terms of the 1993 grants include an additional link to shareholder
value by providing for a cash payment at the time the units vest if GPU's
total shareholder return over the vesting period exceeds the total return of
the companies in the Edison Electric Institute's Index of Investor Owned
Utilities. This cash payment is intended to allow executives to satisfy their
income tax obligation on the vesting shares and continue to hold the shares so
that the link between shareholders and executives is continued.
Because executives who resign before retirement normally forfeit their
restricted units, the Stock Plan awards also serve as a retention device.
Several factors are considered in determining the size of actual grants
to executives. Target levels are set so that the total direct compensation
package, including awards under this plan, provides a competitive level of
compensation. The Board also considers individual executive performance and
contribution and the size of awards previously granted. These factors are not
weighted, and, as with base salary, the Board uses subjective judgment in its
final decision.
The 1993 grant for Mr. Leva was 4,000 units. This grant reflected the
factors described.
Personnel and Compensation
Committee Members
Donald J. Bainton
Theodore H. Black
Henry F. Henderson, Jr.
Catherine A. Rein
-5-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION> <C>
Annual Compensation Long-Term
Compensation
<C> Awards
<S> Other <C> <C>
Name and Annual Restricted All Other
Principal <C> <C> <C> Compen- Stock/Unit Compen-
Position Year Salary Bonus sation(1) Awards(2) sation
<S> <C> <C> <C> <C> <C> <C>
James R. Leva 1993 $ 523,750 $189,000 $ - $124,000 $ 57,494(3)
Chairman, President and 1992 441,304 150,000 - 98,800 40,804
Chief Executive Officer, 1991 262,500 67,000 - 46,000 23,610
General Public Utilities
Corporation
Ira H. Jolles 1993 314,750 69,000 - 49,600 25,607(4)
Senior Vice President 1992 301,250 62,500 - 48,100 21,948
and General Counsel, 1991 288,500 57,000 - 46,000 16,313
General Public Utilities
Corporation
Philip R. Clark 1993 291,250 80,000 911 48,825 43,308(5)
President, GPU 1992 276,250 75,000 790 46,800 33,901
Nuclear Corporation 1991 262,500 57,000 551 46,000 23,530
Robert L. Wise 1993 278,250 67,000 - 43,710 28,753(6)
President, Pennsylvania 1992 266,250 55,000 - 42,900 21,311
Electric Company 1991 251,250 54,000 - 46,000 14,514
John G. Graham 1993 261,250 59,000 - 41,850 41,518(7)
Senior Vice President 1992 248,750 51,500 - 40,300 30,606
and Chief Financial Officer, 1991 243,750 40,000 - 34,500 32,330
General Public Utilities
Corporation
<FN>
(1) "Other Annual Compensation" is composed entirely of the above-market
interest accrued on the pre-retirement portion of deferred
compensation.
(2) Number and value of aggregate restricted shares/units at the end of 1993
(dividends are paid or accrued on these restricted shares/units and
reinvested):
Aggregate Shares/Units Aggregate Value
James R. Leva 11,000 $295,350
Ira H. Jolles 6,850 $174,675
Philip R. Clark 6,575 $168,175
Robert L. Wise 6,260 $159,160
John G. Graham 5,550 $142,094
-6-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
(3) Consists of the Corporation's matching contributions under the Savings
Plan ($9,434), matching contributions under the non-qualified deferred
compensation plan ($11,516), the imputed interest on employer paid
premiums for split-dollar life insurance ($26,105), and above-market
interest accrued on the retirement portion of deferred compensation
($10,439).
(4) Consists of the Corporation's matching contributions under the Savings
Plan ($9,434), matching contributions under the non-qualified deferred
compensation plan ($3,156), the imputed interest on employer paid
premiums for split-dollar life insurance ($12,689), and above-market
interest accrued on the retirement portion of deferred compensation
($328).
(5) Consists of the Corporation's matching contributions under the Savings
Plan ($9,434), matching contributions under the non-qualified deferred
compensation plan ($2,216), the imputed interest on employer paid
premiums for split-dollar life insurance ($18,152), and above-market
interest accrued on the retirement portion of deferred compensation
($13,506).
(6) Consists of the Corporation's matching contributions under the Savings
Plan ($9,434), matching contributions under the non-qualified deferred
compensation plan ($1,696), the imputed interest on employer paid
premiums for split-dollar life insurance ($5,286), and above-market
interest accrued on the retirement portion of deferred compensation
($12,337).
(7) Consists of the Corporation's matching contributions under the Savings
Plan ($9,429), matching contributions under the non-qualified deferred
compensation plan ($1,016), the imputed interest on employer paid
premiums for split-dollar life insurance ($10,433), and above-market
interest accrued on the retirement portion of deferred compensation
($20,640).
</TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Performance Estimated future payouts
Number of or other under non-stock price
shares, period until based plans(1)
units or maturation Target
Name other rights or payout ($ or #)
James R. Leva 4,000 5 years $86,450
Ira H. Jolles 1,600 5 years $39,520
Philip R. Clark 1,575 5 years $34,040
Robert L. Wise 1,410 5 years $30,474
John G. Graham 1,350 5 years $29,177
-7-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
(1) The 1990 Stock Plan for Employees of General Public Utilities Corporation
and Subsidiaries also provides for a Performance Cash Incentive Awards in
the event that the annualized GPU Total Shareholder Return exceeds the
annualized Industry Total Return (Edison Electric Institute's Investor-
Owned Electric Utility Index) for the period between the award and
vesting dates. These payments are designed to compensate recipients of
restricted stock/unit awards for the amount of federal and state income
taxes that will be payable upon the restricted stock/units that are
vesting for the recipient. The amount is computed by multiplying the
applicable gross-up percentage by the amount of gross income the
recipient recognizes for federal income tax purposes when the
restrictions lapse. The estimated amounts above are computed based on
the number of restricted units awarded for 1993 multiplied by the 1993
year-end market value of $30.875. Actual payments would be based on the
market value of GPU common stock at the time the restrictions lapse and
may be different from those indicated above.
Employment, Termination and Change-in-Control Arrangements
Mr. Jolles
Retirement and Disability - If Mr. Jolles retires on or after his normal
retirement date (the last day of the month in which he attains age 65), he
will receive (in addition to his benefits under GPUSC's employee retirement
plans) a supplemental retirement pension from GPU System sources equal to the
additional pension he would have received under the GPUSC employee retirement
plans as if he had an additional 20 years of past creditable service. If Mr.
Jolles reaches his normal retirement date while he is receiving disability
income under GPUSC's disability income plans, he will thereafter receive a
supplemental retirement pension from GPU System sources equal to the
additional pension he would have been paid under GPUSC's employee retirement
plans as if he had an additional 20 years of past creditable service.
Termination - (i) If Mr. Jolles' employment within the GPU System
terminates "involuntarily," as defined, within two years following the
occurrence of a "change in control" of GPU, as defined, or without cause, he
shall receive from GPU System sources a supplemental retirement pension which
would have been paid to him under GPUSC's employee retirement plans as if he
had an additional 20 years of past creditable service. (ii) If, however, his
employment terminates for any other reason (except upon retirement or death),
he will receive from GPU System sources a supplemental retirement pension
equal to the additional pension he would have been paid under GPUSC's employee
retirement plans as if he had additional years of creditable service ranging
from two years up to a maximum of 20 years depending upon his years of actual
employment by GPUSC at the time of termination. He will also receive from GPU
System sources the amount of any pension not paid to him under GPUSC's
employee retirement plans by reason of his not having met applicable vesting
requirements.
Death - In the event of Mr. Jolles' death before he begins receiving
benefits under GPUSC's employee retirement plans, his surviving spouse, if
any, shall receive such benefits during her lifetime, together with the
supplemental retirement pension benefits which would have been payable to him
as described in paragraph (ii) above.
-8-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Other - To the extent relevant to the level of benefits payable to Mr.
Jolles under the other benefit plans provided for senior GPU executives, he
will be treated as having the years of creditable service as described in
paragraph (ii) above.
Retirement Plans
The GPU System pension plans provide for pension benefits, payable for
life after retirement, based upon years of creditable service with the GPU
System and the employee's career average compensation as defined below.
Under federal law, an employee's pension benefits that may be paid from a
qualified trust under a qualified pension plan such as the GPU System plans
are subject to certain maximum amounts. The GPU System companies also have
adopted non-qualified plans providing that the portion of a participant's
pension benefits which, by reason of such limitations or source, cannot be
paid from such a qualified trust shall be paid directly on an unfunded basis
by the participant's employer.
The following table illustrates the amount of aggregate annual pension
from funded and unfunded sources resulting from employer contributions to the
qualified trust and direct payments payable upon retirement in 1994 (computed
on a single life annuity basis) to persons in specified salary and years of
service classifications:
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS (2) (3) (4)
BASED ON CAREER AVERAGE COMPENSATION
(1994 Retirement)
<CAPTION>
Career
Average
Compen- 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
sation(1) of Service of Service of Service of Service of Service of Service of Service
<C> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 9,410 $ 14,114 $ 18,819 $ 23,524 $ 28,229 $ 32,934 $ 37,356
100,000 19,410 29,114 38,819 48,524 58,229 67,934 76,956
150,000 29,410 44,114 58,819 73,524 88,229 102,934 116,556
200,000 39,410 59,114 78,819 98,524 118,229 137,934 156,156
250,000 49,410 74,114 98,819 123,524 148,229 172,934 195,756
300,000 59,410 89,114 118,819 148,524 178,229 207,934 235,356
350,000 69,410 104,114 138,819 173,524 208,229 242,934 274,956
400,000 79,410 119,114 158,819 198,524 238,229 277,934 314,556
450,000 89,410 134,114 178,819 223,524 268,229 312,934 354,156
500,000 99,410 149,114 198,819 248,524 298,229 347,934 393,756
550,000 109,410 164,114 218,819 273,524 328,229 382,934 433,356
600,000 119,410 179,114 238,819 298,524 358,229 417,934 472,956
650,000 129,410 194,114 258,819 323,524 388,229 452,934 512,556
700,000 139,410 209,114 278,819 348,524 418,229 487,934 552,156
750,000 149,410 224,114 298,819 373,524 448,229 522,934 591,756
800,000 159,410 239,114 318,819 398,524 478,229 557,934 631,356
______________
-9-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
<FN>
(1) Career Average Compensation is the average annual compensation received
from January 1, 1984 to retirement and includes Base Salary, Deferred
Compensation and Incentive Compensation Plan awards. The career average
compensation amounts for the following named executive officers differ
by more than 10% from the three year average annual compensation set
forth in the Summary Compensation Table and are as follows: Messrs. Leva
- $314,964; Clark - $261,317; Wise - $222,558 and Graham - $238,029.
(2) Years of Creditable Service: Messrs. Leva - 42 years; Jolles - 10 years;
Clark - 17 years; Wise - 30 years; and Graham - 24 years.
(3) Based on an assumed retirement at age 65 in 1994. To reduce the above
amounts to reflect a retirement benefit assuming a continual annuity to
a surviving spouse equal to 50% of the annuity payable at retirement,
multiply the above benefits by 90%. The estimated annual benefits are
not subject to any reduction for Social Security benefits or other
offset amounts.
(4) Annual retirement benefit cannot exceed 55% of the average compensation
received during the last three years prior to retirement.
</TABLE>
In addition to amounts payable under the plans, Mr. Leva is entitled to
receive upon his retirement pension payments of $4,140 annually.
Remuneration of Directors
Non-employee directors receive an annual retainer of $15,000, a fee of
$1,000 for each Board meeting attended and a fee of $1,000 for each Committee
meeting attended. Committee Chairmen receive an additional retainer of $2,500
per year.
Retirement Plan for Outside Directors
Under the Corporation's Retirement Plan for Outside Directors, an
individual who completes 54 months of service as a non-employee director is
entitled to receive retirement benefits equal to the product of (A) the number
of months of service completed and (B) the monthly compensation paid to the
director at the date of retirement. Retirement benefits under this plan are
payable to the directors (or, in the event of death, to designated
beneficiaries) in monthly installments of 1/12 of the sum of (x) the then
annual retainer paid at time of retirement plus (y) the cash value of the last
award under the Restricted Stock Plan for Outside Directors per month, over a
period equal to the director's service as such, unless otherwise directed by
the Personnel and Compensation Committee, commencing at the later of age 60 or
upon retirement. As of December 31, 1993, the following directors had at
least 54 months of service:
-10-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Director Months of Service
Louis J. Appell, Jr. 251
Donald J. Bainton 138
Theodore H. Black 70
Thomas B. Hagen 70
Henry F. Henderson 59
Paul R. Roedel 180
John M. Pietruski 59
Catherine A. Rein 59
Patricia K. Woolf 125
Restricted Stock Plan for Outside Directors
The Corporation has adopted a Restricted Stock Plan for Outside Directors
("Directors Plan") which was initially approved by stockholders at the 1989
Annual Meeting. Under the Directors Plan, each director who is not an
employee of the Corporation or any of its subsidiaries ("Outside Director") is
paid a portion of his or her annual compensation in the form of 300 shares of
GPU common stock.
A total of 40,000 shares of GPU common stock (subject to adjustment for
stock dividends, stock splits, recapitalizations and other specified events)
has been authorized for issuance under the Directors Plan. Any shares awarded
which are forfeited as provided by the Directors Plan will again be available
for issuance.
Shares of common stock are awarded to Outside Directors on the condition
that the director serves or has served as an Outside Director until (i) death
or disability, (ii) failure to stand for re-election at the end of the term
upon reaching age 70, (iii) resignation or failure to stand for re-election
with the consent of the Board, which is defined in the Directors Plan to mean
approval thereof by at least 80% of the directors other than the affected
director or (iv) failure to be re-elected to the Board after being duly
nominated. Termination of service for any other reason, including any
involuntary termination effected by action or inaction of the Board, will
result in forfeiture of all shares awarded.
Until termination of service, an Outside Director may not dispose of any
shares of common stock awarded under the Directors Plan, but has all other
rights of a shareholder with respect to such shares, including voting rights
and the right to receive all cash dividends paid with respect to awarded
shares.
-11-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Jersey Central Power & Light Company
EXECUTIVE COMPENSATION.
Remuneration of Executive Officers
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Other Awards All
Name and Annual Restricted Other
Principal Compen- Stock/Unit Compen-
Position Year Salary Bonus sation(1) Awards(2) sation
<S> <C> <C> <C> <C> <C> <C>
J. R. Leva
Chairman and
Chief Executive
Officer (3) (3) (3) (3) (3) (3)
D. Baldassari 1993 $253,750 $57,000 $ - $41,850 $11,192(4)
President 1992 211,480 50,000 - 35,100 8,985
1991 117,600 18,500 - 12,190 9,227
M. P. Morrell 1993(5) 144,200 26,000 1,932 15,500 5,768(6)
Vice Presi- 1992 137,500 24,900 1,166 14,560 5,267
dent 1991 128,750 21,000 547 12,650 5,150
C. D. Cudney 1993 137,675 24,000 - 14,260 7,573(7)
Vice Presi- 1992 132,400 20,900 - 14,300 5,741
dent 1991 125,800 19,000 - 13,340 4,994
P. H. Preis 1993 135,900 22,500 - 14,260 4,881(8)
Vice Presi- 1992 130,725 20,600 - 13,780 4,285
dent and 1991 125,825 19,000 - 12,190 3,794
Comptroller
E. J. McCarthy 1993 125,825 22,500 - 13,020 5,033(6)
Vice Presi- 1992 121,125 19,100 - 13,000 4,845
dent 1991 116,625 18,000 - 11,270 2,744
<FN>
(1) "Other Annual Compensation" is composed entirely of the above-market
interest accrued on the preretirement portion of deferred compensation.
-12-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
(2) Number and value of aggregate restricted shares/units at the end of 1993
(dividends are paid or accrued on these restricted shares/units and
reinvested):
Aggregate Aggregate
Shares/Units Value
D. Baldassari 3,500 $95,114
M. P. Morrell 1,910 $49,348
C. D. Cudney 1,880 $48,316
P. H. Preis 1,810 $46,646
E. J. McCarthy 1,680 $43,264
(3) As noted above, Mr. Leva is Chairman and Chief Executive Officer of the
Company and its affiliates, as well as Chairman and Chief Executive
Officer of GPU and GPUSC. Mr. Leva is compensated by GPUSC for his
overall services on behalf of the GPU System and, accordingly, is not
compensated directly by the Company for his services. Information with
respect to Mr. Leva's compensation is included on pages 13 to 15 of GPU's
1994 definitive proxy statement, which are incorporated herein by
reference.
(4) Consists of the Company's matching contributions under the Savings Plan
($9,427) and the imputed interest on employer-paid premiums for split-
dollar life insurance ($1,765).
(5) Mr. Morrell was elected Vice President-Materials, Services and Regulatory
Affairs of the Company effective January 15, 1993. Prior to assuming
this position, Mr. Morrell served as Vice President and Treasurer of the
Company.
(6) Consists of the Company's matching contributions under the Savings Plan.
(7) Consists of the Company's matching contributions under the Savings Plan
($4,847) and above-market interest accrued on the retirement portion of
deferred compensation ($2,726).
(8) Consists of the Company's matching contributions under the Savings Plan
($3,805) and above-market interest accrued on the retirement portion of
deferred compensation ($1,076).
</TABLE>
-13-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
<TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<CAPTION>
Performance Estimated future payouts
Number of or other under nonstock price-
shares, period until based plans(1)
units or maturation
Name other rights or payout Target ($ or #)
<S> <C> <C> <C>
D. Baldassari 1,350 5 years $29,177
M. P. Morrell 500 5 years 10,806
C. D. Cudney 460 5 years 9,942
P. H. Preis 460 5 years 9,942
E. J. McCarthy 420 5 years 9,077
<FN>
(1) The 1990 Stock Plan for Employees of General Public Utilities Corporation
and Subsidiaries also provides for a Performance Cash Incentive Award in
the event that the annualized GPU Total Shareholder Return exceeds the
annualized Industry Total Return (Edison Electric Institute's Investor-
Owned Electric Utility Index) for the period between the award and
vesting dates. These payments are designed to compensate recipients of
restricted stock/unit awards for the amount of federal and state income
taxes that will be payable upon the restricted stock/units that are
vesting for the recipient. The amount is computed by multiplying the
applicable gross-up percentage by the amount of gross income the
recipient recognizes for federal income tax purposes when the
restrictions lapse. The estimated amounts above are computed based on
the number of restricted units awarded for 1993 multiplied by the 1993
year-end market value of $30.875. Actual payments would be based on the
market value of GPU common stock at the time the restrictions lapse, and
may be different from those indicated above.
</TABLE>
Proposed Remuneration of Executive Officers
No executive officer of the Company has an employment contract with the
Company. The compensation of the Company's executive officers is determined
from time to time by the Board of Directors of the Company.
Retirement Plans
The GPU System pension plans provide for pension benefits, payable for
life after retirement, based upon years of creditable service with the GPU
System and the employee's career average annual compensation as defined below.
Under federal law, an employee's pension benefits that may be paid from a
qualified trust under a qualified pension plan such as the GPU System plans
are subject to certain maximum amounts. The GPU System companies also have
adopted nonqualified plans providing that the portion of a participant's
pension benefits that, by reason of such limitations or source, cannot be paid
from such a qualified trust shall be paid directly on an unfunded basis by the
participant's employer.
-14-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
The following table illustrates the amount of aggregate annual pension
from funded and unfunded sources resulting from employer contributions to the
qualified trust and direct payments payable upon retirement in 1994 (computed
on a single life annuity basis) to persons in specified salary and years of
service classifications:
<TABLE>
Estimated Annual Retirement Benefits(2)(3)(4)
Based Upon Career Average Compensation
(1994 Retirement)
<CAPTION>
15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
of Service of Service of Service of Service of Service of Service
Career Average
Compensation (1)
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 29,114 $ 38,819 $ 48,524 $ 58,229 $ 67,934 $ 76,956
150,000 44,114 58,819 73,524 88,229 102,934 116,556
200,000 59,114 78,819 98,524 118,229 137,934 156,156
250,000 74,114 98,819 123,524 148,229 172,934 195,756
300,000 89,114 118,819 148,524 178,229 207,934 235,356
350,000 104,114 138,819 173,524 208,229 242,934 274,956
400,000 119,114 158,819 198,524 238,229 277,934 314,556
<FN>
(1) Career Average Compensation is the average annual compensation
received from January 1, 1984 to retirement and includes Base
Salary, Deferred Compensation and Incentive Compensation Plan
awards. The Career Average Compensation amounts for the following
named executive officers differ by more than 10% from the three-
year average annual compensation set forth in the Summary
Compensation Table and are as follows: Messrs. Baldassari -
$140,376; Morrell - $117,030; Cudney - $117,193; Preis - $124,340;
and McCarthy - $115,745.
(2) Years of creditable service: Messrs. Baldassari - 24; Morrell - 22;
Cudney - 32; Preis - 33; and McCarthy - 33.
(3) Based on an assumed retirement at age 65 in 1994. To reduce the
above amounts to reflect a retirement benefit assuming a continual
annuity to a surviving spouse equal to 50% of the annuity payable at
retirement, multiply the above benefits by 90%. The estimated
annual benefits are not subject to any reduction for Social Security
benefits or other offset amounts.
(4) Annual retirement benefit cannot exceed 55% of the average
compensation received during the last three years prior to
retirement.
</TABLE>
-15-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
Remuneration of Directors
Nonemployee directors receive annual compensation of $13,000, a fee of
$1,000 for each Board meeting attended and a fee of $1,000 for each Committee
meeting attended. The Company has in effect a deferred remuneration plan
pursuant to which outside directors may elect to defer all or a portion of
current remuneration.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All of the Company's 15,371,270 outstanding shares of common stock are
owned beneficially and of record by the Company's parent, General Public
Utilities Corporation, 100 Interpace Parkway, Parsippany, New Jersey 07054.
The following table sets forth, as of February 1, 1994, the beneficial
ownership of equity securities of the Company and other GPU System companies
of each of the Company's directors and each of the executive officers named in
the Summary Compensation Table, and of all directors and officers of the
Company as a group. The shares owned by all directors and executive officers
as a group constitute less than 1% of the total shares outstanding.
Title of Amount and Nature of
Name Security Beneficial Ownership(1)
J. R. Leva GPU Common Stock 3,912 shares - Direct
D. Baldassari GPU Common Stock 945 shares - Direct
R. C. Arnold GPU Common Stock 6,751 shares - Direct
C. D. Cudney GPU Common Stock 1,445 shares - Direct
J. G. Graham GPU Common Stock 6,411 shares - Direct
1,780 shares - Indirect
E. J. McCarthy GPU Common Stock 897 shares - Direct
M. P. Morrell GPU Common Stock 1,003 shares - Direct
G. E. Persson GPU Common Stock None
P. H. Preis GPU Common Stock 1,305 shares - Direct
S. C. Van Ness GPU Common Stock None
S. B. Wiley GPU Common Stock None
All Directors and GPU Common Stock 28,658 shares - Direct
Officers as a group 1,780 shares - Indirect
(1) The number of shares owned and the nature of such ownership, not being
within the knowledge of the Company, have been furnished by each
individual.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
-16-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Metropolitan Edison Company
EXECUTIVE COMPENSATION.
Remuneration of Executive Officers
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Other Awards All
Name and Annual Restricted Other
Principal Compen- Stock/Unit Compen-
Position Year Salary Bonus sation(1) Awards(2) sation
<S> <C> <C> <C> <C> <C> <C>
J. R. Leva
Chairman and
Chief Executive
Officer (3) (3) (3) (3) (3) (3)
F. D. Hafer 1993 $258,250 $50,000 $ - $41,850 $18,448(4)
President 1992 246,250 40,000 - 41,600 15,968
1991 233,750 36,000 - 34,500 13,664
H. L. Robidoux 1993 $142,750 $20,000 $ - $14,570 $ 5,710(5)
Vice President 1992 137,750 14,500 - 14,300 5,510
1991 133,000 14,500 - 12,650 5,320
D. S. High 1993 $131,750 $16,500 $ - $12,400 $17,427(6)
Vice President 1992 126,750 12,500 - 13,000 12,327
1991 121,500 13,500 - 12,075 7,509
D. L. O'Brien 1993 $124,750 $16,500 $1,161 $12,400 $ 1,187(7)
Comptroller 1992 119,750 12,500 598 13,000 1,137
1991 115,000 13,000 210 10,810 1,105
R. S. Zechman 1993 $118,750 $17,000 $ - $12,400 $ 4,750(8)
Vice President 1992 113,750 12,500 - 12,480 4,550
1991 108,000 12,500 - 10,925 4,320
<FN>
(1) "Other Annual Compensation" is composed entirely of the above-market
interest accrued on the pre-retirement portion of deferred compensation.
(2) Number and value of aggregate restricted shares/units at the end of 1993
(dividends are paid or accrued on these restricted shares/units and
reinvested):
Aggregate Aggregate
Shares/Units Value
F. D. Hafer 5,550 $142,288
H. L. Robidoux 1,880 $ 48,379
D. S. High 1,705 $ 43,670
D. L. O'Brien 1,630 $ 41,963
R. S. Zechman 1,595 $ 41,115
-17-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Met-Ed
(3) As noted above, Mr. Leva is Chairman and Chief Executive Officer of the
Company and its affiliates, as well as Chairman and Chief Executive
Officer of GPU and GPUSC. Mr. Leva is compensated by GPUSC for his
overall service on behalf of the GPU System and accordingly is not
compensated directly by the Company for his services. Information with
respect to Mr. Leva's compensation is included on pages 13 through 15 in
GPU's 1994 definitive proxy statement, which are incorporated herein by
reference.
(4) Consists of the Company's matching contributions under the Savings Plan
($9,428), matching contributions under the non-qualified deferred
compensation plan ($780), the imputed interest on employer paid premiums
for split-dollar life insurance ($8,175) and the above-market interest
accrued on the retirement portion of deferred compensation ($65).
(5) Consists of the Company's matching contributions under the Savings Plan
($5,710).
(6) Consists of the Company's matching contributions under the Savings Plan
($4,743) and the above-market interest accrued on the retirement portion
of the deferred compensation ($12,684).
(7) Consists of the Company's matching contributions under the Savings Plan
($1,187).
(8) Consists of the Company's matching contributions under the Savings Plan
($4,750).
</TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Performance Estimated future payouts
Number of or other under nonstock price-
shares, period until based plans(1)
units or maturation
Name other rights or payout Target ($ or #)
F. D. Hafer 1,350 5 years $29,177
H. L. Robidoux 470 5 years $10,158
D. S. High 400 5 years $ 8,645
D. L. O'Brien 400 5 years $ 8,645
R. S. Zechman 400 5 years $ 8,645
-18-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Met-Ed
(1) The 1990 Stock Plan for Employees of General Public Utilities Corporation
and Subsidiaries also provides for a Performance Cash Incentive Award in
the event that the annualized GPU Total Shareholder Return exceeds the
annualized Industry Total Return (Edison Electric Institute's Investor-
Owned Electric Utility Index) for the period between the award and
vesting dates. These payments are designed to compensate recipients of
restricted stock/unit awards for the amount of federal and state income
taxes that will be payable upon the restricted stock/units that are
vesting for the recipient. The amount is computed by multiplying the
applicable gross-up percentage by the amount of gross income the
recipient recognizes for federal income tax purposes when the
restrictions lapse. The estimated amounts above are computed based on
the number of restricted units awarded for 1993 multiplied by the 1993
year-end market value of $30.875. Actual payments would be based on the
market value of GPU common stock at the time the restrictions lapse and
may be different from those indicated above.
Proposed Remuneration of Executive Officers
No executive officer of the Company has an employment contract with the
Company. The compensation of the Company's executive officers is determined
from time to time by the Board of Directors of the Company.
Retirement Plans
The GPU System pension plans provide for pension benefits, payable for
life after retirement, based upon years of creditable service with the GPU
System and the employee's career average compensation as defined below. Under
federal law, an employee's pension benefits that may be paid from a qualified
trust under a qualified pension plan such as the GPU System plans are subject
to certain maximum amounts. The GPU System companies also have adopted non-
qualified plans providing that the portion of a participant's pension benefits
which, by reason of such limitations or source, cannot be paid from such a
qualified trust shall be paid directly on an unfunded basis by the
participant's employer.
The following table illustrates the amount of aggregate annual pension
from funded and unfunded sources resulting from employer contributions to the
qualified trust and direct payments payable upon retirement in 1994 (computed
on a single life annuity basis) to persons in specified salary and years of
service classifications:
ESTIMATED ANNUAL RETIREMENT BENEFITS
BASED UPON CAREER AVERAGE COMPENSATION (2), (3), (4)
(1994 Retirement)
Career
Average
Compen- 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
sation(1) of Service of Service of Service of Service of Service of Service
$150,000 $ 44,114 $ 58,819 $ 73,524 $ 88,229 $102,934 $116,556
200,000 59,114 78,819 98,524 118,229 137,934 156,156
250,000 74,114 98,819 123,524 148,229 172,934 195,756
300,000 89,114 118,819 148,524 178,229 207,934 235,356
350,000 104,114 138,819 173,524 208,229 242,934 274,956
400,000 119,114 158,819 198,524 238,229 277,934 314,556
-19-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Met-Ed
(1) Career Average Compensation is the average annual compensation received
from January 1, 1984 to retirement and includes Base Salary, Deferred
Compensation and Incentive Compensation Plan awards. The career average
compensation amounts for the following named executive officers differ
by more than 10% from the three-year average annual average compensation
set forth in the Summary Compensation Table and are as follows: Messrs.
Hafer - $225,708; Robidoux - $130,008; High - $114,447; O'Brien -
$111,950; and Zechman $96,816.
(2) Years of Creditable Service: Messrs. Hafer - 31 years; Robidoux - 37
years; High - 35 years; O'Brien - 21 years; and Zechman - 24 years.
(3) Based on an assumed retirement at age 65 in 1994. To reduce the above
amounts to reflect a retirement benefit assuming a continual annuity to
a surviving spouse equal to 50% of the annuity payable at retirement,
multiply the above benefits by 90%. The estimated annual benefits are
not subject to any reduction for Social Security benefits or other
offset amounts.
(4) Annual retirement benefit cannot exceed 55% of the average compensation
received during the last three years prior to retirement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All of the Company's 859,500 outstanding shares of common stock are
owned beneficially and of record by the Company's parent, General Public
Utilities Corporation, 100 Interpace Parkway, Parsippany, New Jersey 07054.
The following table sets forth, as of February 1, 1994, the beneficial
ownership of equity securities of the Company and other GPU System companies
of each of the Company's directors and each of the executive officers named in
the Summary Compensation Table, and for all directors and officers of the
Company as a group. The shares owned by all directors and executive officers
as a group constitute less than 1% of the total shares outstanding.
Amount and Nature of
Name Title of Security Beneficial Ownership (1)
J. R. Leva GPU Common Stock 3,912 shares-Direct
100 shares-Indirect
J. G. Graham GPU Common Stock 6,411 shares-Direct
1,680 shares-Indirect
F. D. Hafer GPU Common Stock 4,184 shares-Direct
109 shares-Indirect
H. L. Robidoux GPU Common Stock 1,014 shares-Direct
D. S. High GPU Common Stock 949 shares-Direct
D. L. O'Brien GPU Common Stock 861 shares-Direct
R. S. Zechman GPU Common Stock 838 shares-Direct
R. J. Toole GPU Common Stock 1,707 shares-Direct
R. C. Arnold GPU Common Stock 6,751 shares-Direct
All Directors and GPU Common Stock 26,627 shares-Direct
Officers as a 1,889 shares-Indirect
Group
_______________________
(1) The number of shares and the nature of such ownership, not being within
the knowledge of the Company, have been furnished by each individual.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
-20-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Pennsylvania Electric Company
EXECUTIVE COMPENSATION.
Remuneration of Executive Officers
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term
Compensation
Awards
Other
Name and Annual Restricted All Other
Principal Compen- Stock/Unit Compens-
Position Year Salary Bonus sation(1) Awards(2) sation
<S> <C> <C> <C> <C> <C> <C>
James R. Leva (3) (3) (3) (3) (3) (3)
Chairman and Chief
Executive Officer
Robert L. Wise 1993 $278,250 $67,000 $ - $43,710 $28,753(4)
President 1992 266,250 55,000 - 42,900 21,311
1991 251,250 54,000 - 46,000 14,514
John G. Herbein 1993 142,200 25,900 - 15,190 15,338(5)
Vice President - 1992 136,500 22,100 743 15,340 10,507
Generation 1991 130,250 22,200 417 14,260 7,201
Willard R. Stinson 1993 133,247 23,400 - 13,950 7,594(6)
Vice President and 1992 128,175 20,000 - 13,780 6,691
Comptroller 1991 123,150 20,000 - 11,730 5,804
George R. Repko 1993 129,100 24,200 - 13,330 5,164(7)
Vice President - 1992 120,900 19,200 - 13,520 4,836
Customer Operations 1991 116,100 19,600 - 11,270 4,644
Thomas N. Elston 1993 116,425 20,600 - 11,470 6,107(8)
Vice President - 1992 112,200 16,300 - 11,700 5,453
Human Resources 1991 108,150 16,300 - 11,500 8,053
<FN>
(1) "Other Annual Compensation" is composed entirely of the above-market
interest accrued on the pre-retirement portion of deferred compensation.
(2) Number and value of aggregate restricted shares/units at the end of 1993
(dividends are paid or accrued on these restricted shares/units and
reinvested):
Aggregate Shares/Units Aggregate Value
Robert L. Wise 6,260 $159,160
John G. Herbein 1,990 $ 51,206
Willard R. Stinson 1,770 $ 45,655
George R. Repko 1,710 $ 44,094
Thomas N. Elston 1,570 $ 40,201
-21-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III
Penelec
(3) As noted above, Mr. Leva is Chairman and Chief Executive Officer of the
Company and its affiliates, as well as Chairman and Chief Executive
Officer of GPU and GPUSC. Mr. Leva is compensated by GPUSC for his
overall service on behalf of the GPU System and accordingly is not
compensated directly by the Company for his services. Information with
respect to Mr. Leva's compensation is included on pages 13 through 15 in
GPU's 1994 definitive proxy statement, which are incorporated herein by
reference.
(4) Consists of the Company's matching contributions under the Savings Plan
($9,434), matching contributions under the non-qualified deferred
compensation plan ($1,696), the imputed interest on employer paid
premiums for split-dollar life insurance ($5,286), and above-market
interest accrued on the retirement portion of deferred compensation
($12,337).
(5) Consists of the Company's matching contributions under the Savings Plan
($4,368) and above-market interest accrued on the retirement portion of
deferred compensation ($10,970).
(6) Consists of the Company's matching contributions under the Savings Plan
($5,330) and above-market interest accrued on the retirement portion of
deferred compensation ($2,264).
(7) Consists of the Company's matching contributions under the Savings Plan.
(8) Consists of the Company's matching contributions under the Savings Plan
($4,657) and above-market interest accrued on the retirement portion of
deferred compensation ($1,450).
</TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated future payouts
Number of Performance or under non-stock price
shares, units other period based plans (1)
or other until maturation
Name rights or payout Target ($ or #)
Robert L. Wise 1,410 5 years $30,474
John G. Herbein 490 5 years $10,590
Willard R. Stinson 450 5 years $ 9,726
George R. Repko 430 5 years $ 9,293
Thomas N. Elston 370 5 years $ 7,997
-22-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III
Penelec
(1) The 1990 Stock Plan for Employees of General Public Utilities Corporation
and Subsidiaries also provides for a Performance Cash Incentive Award in
the event that the annualized GPU Total Shareholder Return exceeds the
annualized Industry Total Return (Edison Electric Institute's Investor-
Owned Electric Utility Index) for the period between the award and
vesting dates. These payments are designed to compensate recipients of
restricted stock/unit awards for the amount of federal and state income
taxes that will be payable upon the restricted stock/units that are
vesting for the recipient. The amount is computed by multiplying the
applicable gross-up percentage by the amount of gross income the
recipient recognizes for federal income tax purposes when the
restrictions lapse. The estimated amounts above are computed based on
the number of restricted units awarded for 1993 multiplied by the 1993
year-end market value of $30.875. Actual payments would be based on the
market value of GPU common stock at the time the restrictions lapse and
may be different from those indicated above.
Proposed Remuneration of Executive Officers
No executive officer has an employment contract with the Company. The
compensation of the Company's executive officers is determined from time to
time by the Board of Directors.
Retirement Plans
The GPU System pension plans provide for pension benefits, payable for life
after retirement, based upon years of creditable service with the GPU System
and the employee's career average annual compensation as defined below.
Under federal law, an employee's pension benefits that may be paid from a
qualified trust under a qualified pension plan such as the GPU System plans
are subject to certain maximum amounts. The GPU System companies have
adopted non-qualified plans providing that the portion of a participant's
pension benefits which, by reason of such limitations or source, cannot be
paid from such a qualified trust shall be paid directly on an unfunded basis
by the participant's employer.
The following table illustrates the amount of aggregate annual pension from
funded and unfunded sources resulting from employer contributions to the
qualified trust and direct payments payable upon retirement n 1994 (computed
on a single life annuity basis) to persons in specified salary and years of
service classifications:
-23-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III
Penelec
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS
BASED UPON CAREER AVERAGE COMPENSATION(2) (3) (4)
(1994 Retirement)
<CAPTION>
Career
Average 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 years
Compensation(1)of Service of Service of Service of Service of Service of Service of Service
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 9,410 $ 14,114 $ 18,819 $ 23,524 $ 28,229 $ 32,934 $ 37,356
100,000 19,410 29,114 38,819 48,524 58,229 67,934 76,956
150,000 29,410 44,114 58,819 73,524 88,229 102,934 116,556
200,000 39,410 59,114 78,819 98,524 118,229 137,934 156,156
250,000 49,410 74,114 98,819 123,524 148,229 172,934 195,756
300,000 59,410 89,114 118,819 148,524 178,229 207,934 235,356
350,000 69,410 104,114 138,819 173,524 208,229 242,934 274,956
400,000 79,410 119,114 158,819 198,524 238,229 277,934 314,556
450,000 89,410 134,114 178,819 223,524 268,229 312,934 354,156
500,000 99,410 149,114 198,819 248,524 298,229 347,934 393,756
<FN>
(1) Career Average Compensation is the average annual compensation received
from January 1, 1984 to retirement and includes Base Salary, Deferred
Compensation and Incentive Compensation Plan awards. The career average
compensation amounts for the following named executive officers differ
by more than 10% from the three year average annual compensation set
forth in the Summary Compensation Table and are as follows: Messrs.
Wise - $222,558; Herbein - $129,293; Stinson - $122,510; Repko -
$115,419; and Elston -$98,455.
(2) Years of Creditable Service: Messrs. Wise - 30 years; Herbein -
28 years; Stinson - 15 years; Repko - 27 years; and Elston - 25 years.
(3) Based on an assumed retirement at age 65 in 1994. To reduce the above
amounts to reflect a retirement benefit assuming a continual annuity to
a surviving spouse equal to 50 percent of the annuity payable at
retirement, multiply the above benefits by 90 percent. The estimated
annual benefits are not subject to any reduction for Social Security
benefits or other offset amounts.
(4) Annual retirement benefit cannot exceed 55 percent of the average
compensation received during the last three years prior to retirement.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All of the Company's 5,290,596 outstanding shares of common stock are
owned beneficially and of record by the Company's parent, General Public
Utilities Corporation, 100 Interpace Parkway, Parsippany, New Jersey 07054.
-24-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III
Penelec
The following table sets forth, as of February 1, 1994, the beneficial
ownership of equity securities of the Company and other GPU System companies
of each of the Company's directors, each of the named executive officers in
the Summary Compensation Table and all directors and officers of the Company
as a group. The shares owned by all directors and officers as a group
constitute less than one percent of the total shares outstanding.
Amount and Nature of
Name Title of Security Beneficial Ownership
R. C. Arnold GPU Common Stock 6,751 shares-Direct
J. G. Graham GPU Common Stock 6,411 shares-Direct
1,780 shares-Indirect
J. G. Herbein GPU Common Stock 1,071 shares-Direct
J. R. Leva GPU Common Stock 3,912 shares-Direct
100 shares-Indirect
G. R. Repko GPU Common Stock 897 shares-Direct
W. R. Stinson GPU Common Stock 1,132 shares-Direct
R. L. Wise GPU Common Stock 5,092 shares-Direct
All Directors
and Officers
as a Group GPU Common Stock 29,174 shares-Direct
1,880 shares-Indirect
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
-25-
<PAGE>
<TABLE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
General Energy
Portfolios Initiatives
Corporation Eliminations Incorporated Eliminations
(GPC) and (EI) and
Consolidated Adjustments GPC Consolidated Adjustments
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and temporary cash investments $ 5,781 $ 431 $ 5,350
Special deposits
Accounts receivable:
Customers, net
Affiliates $13,868 (A)
Other 2,538 $ (870)(B) 1,668
Deferred income taxes 35 35
Other current assets 32 1 31
Total current assets 8,386 (870) 432 7,084 13,868
Deferred Debits and Other Assets:
Deferred income taxes 1,114 1,114
Other 34,330 34,027 (A) 37,805 30,552 21,106 (B)
Total deferred debits 35,444 34,027 38,919 30,552 21,106
Total Assets $43,830 $33,157 $39,351 $37,636 $34,974
<FN>
Note: Financial statements for Bermuda Hundred Energy Limited Partnership (owned by Hanover Energy Corp.) and AEC/REF-
Fuel Ltd. Partnership (owned by Armstrong Energy Corporation) have not been included as these entities have had no
activity.
-1-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
Elmwood Camchino
Energy Energy Hanover
EI Corporation Corporation Energy Corp.
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and temporary cash investments $ 4,849 $ 111 $ 233
Special deposits
Accounts receivable:
Customers, net
Affiliates 5,759 5,495 1,654
Other 124 28 408
Deferred income taxes 35
Other current assets 31
Total current assets 10,763 5,669 2,295
Deferred Debits and Other Assets:
Deferred income taxes
Other 32,325 3,879 $ 1
Total deferred debits 32,325 3,879
Total Assets $43,088 $9,548 $2,295 $ 1
-2-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Balance Sheet, Demember 31, 1993
(In Thousands)
<CAPTION>
Armstrong Geddes
Energy Cogeneration EI Fuels
Corporation Corporation Corporation
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and temporary cash investments $ 157
Special deposits
Accounts receivable:
Customers, net
Affiliates 960
Other 1,108
Deferred income taxes
Prepayments
Total current assets 2,225
Deferred Debits and Other Assets:
Deferred income taxes
Other $ 1 15,451 $ 1
Total deferred debits 1 15,451 1
Total Assets $ 1 $17,676 $ 1
-3-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
Eliminations Eliminations
GPC and EI and
Consolidated Adjustments GPC Consolidated Adjustments
<S> <C> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 100 $ 100 (A) $ 100 $ 100 $ 13
Capital surplus 51,517 47,600 (A) 51,517 47,600 25,902
Retained earnings (12,482) (13,673)(A) (12,482) (13,673) (4,809)
Total common stockholder equity 39,135 34,027 39,135 34,027 21,106
Total capitalization 39,135 34,027 39,135 34,027 21,106
Current Liabilities:
Accounts payable:
Affiliates 13,868
Other 923 2 921
Taxes accrued 148 (870)(B) 148 (870)
Other 364 40 324
Total current liabilities 1,435 (870) 190 375 13,868
Deferred Credits and Other Liabilities:
Deferred income taxes 796 796
Other 2,464 26 2,438
Total deferred credits and other
liabilities 3,260 26 3,234
Total Liabilities and Capital $ 43,830 $ 33,157 $ 39,351 $ 37,636 $34,974
-4-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
Elmwood Camchino
Energy Energy Hanover
EI Corporation Corporation Energy Corp.
<S> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 100 $ 10 $ 1
Capital surplus 47,600 4,205 $ 6,800
Retained earnings (13,673) 943 (6,358)
Total common stockholder equity 34,027 5,158 442 1
Total capitalization 34,027 5,158 442 1
Current Liabilities:
Accounts payable:
Affiliates 8,109 2,188 1,852
Other 900 21
Taxes accrued (226) (49) 1
Other 324
Total current liabilities 9,107 2,160 1,853
Deferred Credits and Other Liabilities:
Deferred income taxes (78) 487
Other 32 1,743
Total deferred credits and other
liabilities (46) 2,230
Total Liabilities and Capital $ 43,088 $ 9,548 $ 2,295 $ 1
-5-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
Armstrong Geddes
Energy Cogeneration EI Fuels
Corporation Corporation Corporation
<S> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 1 $ 1
Capital surplus $14,897
Retained earnings 606
Total common stockholder equity 1 15,503 1
Total capitalization 1 15,503 1
Current Liabilities:
Accounts payable:
Affiliates 1,719
Other
Taxes accrued (596)
Other
Total current liabilities 1,123
Deferred Credits and Other Liabilities:
Deferred income taxes 387
Other 663
Total deferred credits and other
liabilities 1,050
Total Liabilities and Capital $ 1 $17,676 $ 1
-6-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statements of Income (Loss), For the Year Ended Decmeber 31, 1993
(In Thousands)
<CAPTION>
Eliminations Eliminations
GPC and EI and
Consolidated Adjustments GPC Consolidated Adjustments
<S> <C> <C> <C> <C> <C>
Operating Revenues $ 2,367 $(1,847) $(1,847) $ 2,367 $
Operating Expenses:
Other operation and maintenance 4,267 34 4,233
Depreciation 136 136
Total operating expenses 4,403 34 4,369
Operating income before income taxes (2,036) (1,847) (1,881) (2,002)
Income taxes 297 53 244
Operating Income (2,333) (1,847) (1,934) (2,246)
Other Income and Deductions:
Other income, net 738 335 403 (637)
Total other income & deductions 738 335 403 (637)
Income Before Interest Charges (1,595) (1,847) (1,599) (1,843) (637)
Interest Charges 4 4
Net Income (Loss) $(1,599) $(1,847) $(1,599) $(1,847) $ (637)
<FN>
Note: Financial statements for Bermuda Hundred Energy Limited Partnership (owned by Hanover Energy Corp.) and AEC/REF-
Fuel Ltd. Partnership (owned by Armstrong Energy Corporation) have not been included as these entities have had no
activity.
-7-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Income (Loss), For the Year Ended December 31, 1993
(In Thouands)
<CAPTION>
Elmwood Camchino
Energy Energy Hanover
EI Corporation Corporation Energy Corp.
<S> <C> <C> <C> <C>
Operating Revenues $ 1,288 $1,002 $(1,250) $
Operating Expenses:
Other operation and maintenance 3,110 144 391
Depreciation 136
Total operating expenses 3,246 144 391
Operating income before income taxes (1,958) 858 (1,641)
Income taxes (382) 326 71
Operating Income (1,576) 532 (1,712)
Other Income and Deductions:
Other income, net (267) 33
Total other income & deductions (267) 33
Income Before Interest Charges (1,843) 532 (1,679)
Interest Charges 4
Net Income (Loss) $(1,847) $ 532 $(1,679) $ -
-8-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Income (Loss), For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Armstrong Geddes
Energy Cogeneration EI Fuels
Corporation Corporation Corporation
<S> <C> <C> <C>
Operating Revenues $ $ 1,327 $
Operating Expenses:
Other operation and maintenance 588
Depreciation
Total operating expenses 588
Operating income before income taxes 739
Income taxes 229
Operating Income 510
Other Income and Deductions:
Other income, net
Total other income & deductions
Income Before Interest Charges 510
Interest Charges
Net Income (Loss) $ - $ 510 $ -
-9-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Retained Earnings (Deficit), For the Year Ended Decmeber 31, 1993
(In Thousands)
<CAPTION>
Eliminations Eliminations
GPC and EI and
Consolidated Adjustments GPC Consolidated Adjustments
<S> <C> <C> <C> <C> <C>
Balance, beginning of year $(10,883) $(11,826) $(10,883) $(11,826)
Add, net income (loss) (1,599) (1,847) (1,599) (1,847) $ (637) (B)
Deduct:
Other adjustments (4,172) (B)
Balance, end of year $(12,482) $(13,673) $(12,482) $(13,673) $(4,809)
<FN>
Note: Financial statements for Bermuda Hundred Energy Limited Partnership (owned by Hanover Energy Corp.) and AEC/REF-
Fuel Ltd. Partnership (owned by Armstrong Energy Corporation) have not been included as these entities have had no
activity.
-10-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Retained Earnings (Deficit), For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Elmwood Camchino
Energy Energy Hanover
EI Corporation Corporation Energy Corp.
<S> <C> <C> <C> <C>
Balance, beginning of year $ (7,654) $ 411 $(4,679) $ -
Add, net income (loss) (1,847) 532 (1,679)
Deduct:
Other adjustments (4,172)
Balance, end of year $(13,673) $ 943 $(6,358) $ -
-11-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Retained Earnings (Deficit), for the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Armstrong Geddes
Energy Cogeneration EI Fuels
Corporation Corporation Corporation
<S> <C> <C> <C>
Balance, beginning of year $ - $ 96 $ -
Add, net income (loss) 510
Deduct:
Other adjustments
Balance, end of year $ - $ 606 $ -
-12-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Cash Flows, For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Eliminations Eliminations
GPC and EI and
Consolidated Adjustments GPC Consolidated Adjustments
<S> <C> <C> <C> <C> <C>
Operating Activities:
Net income (loss) $ (1,599) $(1,847) $ (1,599) $ (1,847) $ (637)
Adjustments to reconcile income
to cash provided:
Equity in earnings of subsidiaries 1,847 1,847
Depreciation and amortization 159 159
Deferred income taxes and ITCs, net (10) (27) 17
Investment loss
Changes in working capital:
Receivables (1,146) 635 (511)
Payables and accrued liabilities (34) (635) 87 (756)
Due to/from affiliates 142 142
Other, net 1,292 23 1,269 637
Net cash provided (required) by
operating activities (1,196) 331 (1,527)
Investing Activities:
Cash construction expenditures
Other, net (11,326) (11,326) 13,500
Net cash used for investing
activities (11,326) (11,326) 13,500
Financing Activities:
Capital stock paid-in capital 9,400 (2,100) 11,500 (13,500)
Net cash provided (required) by
financing activities 9,400 (2,100) 11,500 (13,500)
Net increase (decrease) in cash
and temporary cash investments from
above activities (3,122) (1,769) (1,353)
Cash and temporary cash investments,
beginning of year 8,903 2,200 6,703
Cash and temporary cash investments,
end of year $ 5,781 $ - $ 431 $ 5,350 $ -
Supplemental Disclosure:
Interest paid (net of amount
capitalized) $ - $ - $ - $ - $ -
Income taxes paid/(refunded) $ 857 $ - $ (26) $ 863 $ -
<FN>
Note: Financial statements for Bermuda Hundred Energy Limited Partnership (owned by Hanover Energy Corp.) and AEC/REF-
Fuel Ltd. Partnership (owned by Armstrong Energy Corporation) have not been included as these entities have had no
activity.
-13-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Cash Flows, For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Elmwood Camchino
Energy Energy Hanover
EI Corporation Corporation Energy Corp.
<S> <C> <C> <C> <C>
Operating activities:
Net income (loss) $ (1,847) $ 532 $(1,679)
Adjustments to reconcile income
to cash provided:
Depreciation and amortization 159
Deferred income taxes and ITCs, net (43) (225)
Investment loss (income)
Changes in working capital:
Receivables 85
Payables and accrued liabilities (137) 33 (1)
Due to/from affiliates 142
Other, net 384 (304) 1,394 $
Net cash provided (required) by
operating activities (1,342) 36 (201)
Investing Activities:
Cash construction expenditures
Other, net (11,589) 400
Net cash used for investing
activities (11,589) 400
Financing Activities:
Capital stock paid-in capital 11,500
Net cash provided (required) by
financing activities 11,500
Net increase (decrease) in cash
and temporary cash investments from
above activities (1,431) 36 199
Cash and temporary cash investments,
beginning of year 6,280 75 34 -
Cash and temporary cash investments,
end of year $ 4,849 $ 111 $ 233 $ -
Supplemental Disclosure:
Interest paid (net of amount
capitalized) $ - $ - $ - $ -
Income taxes paid/(refunded) $ (238) $ 519 $ 72 $ -
-14-
<PAGE>
General Portfolios Corporation and Subsidiary Companies Exhibit F-2
Consolidating Statement of Cash Flows, For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Armstrong Geddes
Energy Cogeneration EI Fuels
Corporation Corporation Corporation
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 510
Adjustments to reconcile income
to cash provided:
Depreciation and amortization
Deferred income taxes and ITCs, net 285
Investment loss (income)
Changes in working capital:
Receivables (596)
Payables and accrued liabilities (651)
Due to/from affiliates
Other, net $ 432 $
Net cash provided (required) by
operating activities (20)
Investing Activities:
Cash construction expenditures
Other, net (13,637)
Net cash used for investing
activities (13,637)
Financing Activities:
Capital stock paid-in capital 13,500
Net cash provided (required) by
financing activities 13,500
Net increase (decrease) in cash
and temporary cash investments from
above activities (157)
Cash and temporary cash investments,
beginning of year - 314 -
Cash and temporary cash investments,
end of year $ - $ 157 $ -
Supplemental Disclosure:
Interest paid (net of amount
capitalized) $ - $ - $ -
Income taxes paid/(refunded) $ - $ 510 $ -
-15-
<PAGE>
Onondaga Cogeneration Limited Partnership Exhibit F-2
Balance Sheet, December 31, 1993
<S> <C>
ASSETS
Current assets:
Restricted cash $ 3,683,273
Restricted investments 13,406,958
Interest receivable
Accounts receivable 3,032,580
Prepayments and deposits 21,821
Materials and supplies 264,601
Total current assets 20,409,233
Property, plant and equipment, net 102,951,814
Deferred financing costs, net 3,703,957
Organizational costs, net
Total Assets $127,065,004
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current portion of long-term debt $ 3,280,000
Accounts payable-affiliated companies 1,100,000
Accounts payable - other 11,846,824
Interest accrued 343,665
Total current liabilities 16,570,489
Deferred guaranteed payment 674,963
Long term debt 81,130,711
Total non-current liabilities 81,805,674
Partners' capital:
Capital contributions 28,512,287
Accumulated deficit 176,554
Total partners' capital 28,688,841
Total Liabilities and Partners' Capital $127,065,004
<FN>
Note: Included in the Financial Statements of Geddes Cogeneration Corporation.
-16-
<PAGE>
Onondaga Cogeneration Limited Partnership Exhibit F-2
Statements of Operations and Accumulated Deficit, December 31, 1993
<S> <C>
Operating revenue:
Electricity $1,480,560
Steam 33,124
Total operating revenue 1,513,684
Operating expenses:
Fuel 715,090
Wheeling
Management fees
Maintenance warrantee expense 82,157
Other operating expenses 164,051
Depreciation 961,298
Total operating expenses
Income from operations 552,386
Other income and expense:
Interest income
Interest expense (261,020)
Total other income and expense (261,020)
Net income 291,366
Accumulated deficit, beginning of year (114,812)
Accumulated earnings, end of year $ 176,554
-17-
<PAGE>
Onondaga Cogeneration Limited Partnership Exhibit F-2
Statement of Cash Flows, December 31, 1993
<S> <C>
Operating Activities:
Net income $ 291,366
Adjustments to reconcile income to cash provided:
Depreciation and amortization 164,051
Changes in working capital:
Receivables (3,032,580)
Prepayments and deposits (21,821)
Materials and supplies (264,601)
Payables and accrued liabilities 1,769,787
Net restricted cash from operating activities (1,093,798)
Payments to restricted cash and restricted investments 1,093,798
Net cash from operating activities -
Investing activities:
Construction expenditures (33,982,196)
Purchase of property and equipment (54,112)
Net cash used for investing activities (34,036,308)
Payments from restricted cash and restricted investments 34,036,308
Net cash used for investing activities -
Financing activities:
Increase in notes payable 38,974,857
Deferred financing cost (468,258)
Partners capital 13,500,000
Net restricted cash used for financing activities 52,006,599
Payments from restricted cash and restricted investments (52,006,599)
Net cash from financing activities -
Net increase from above activities
Cash (unrestricted) beginning of period
Cash (unrestricted) end of period $ -
Supplemental disclosure:
Interest paid, net of amount capitalized $ 177,173
-18-
<PAGE>
Prime Energy Limited Partnership Exhibit F-2
Balance Sheet, December 31, 1993
<S> <C>
ASSETS
Current assets:
Restricted cash $ 139,648
Restricted investments 3,997,918
Interest receivable 3,960
Accounts receivable 6,456,127
Prepayments and deposits 134,914
Materials and supplies 1,140,039
Total current assets 11,872,606
Property, plant and equipment, net 50,984,329
Deferred financing costs, net 524,255
Organizational costs, net 12,943
Total Assets $63,394,133
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current portion of long-term debt $ 3,099,996
Accounts payable-affiliated companies 148,654
Accounts payable - other 1,568,755
Interest accrued 451,179
Other current liabilities 79,604
Total current liabilities 5,348,188
Accrued overhaul costs 2,495,000
Notes payable to limited partner 47,856,674
Total non-current liabilities 50,351,674
Partners' capital:
Capital contributions 8,430,000
Accumulated deficit (735,729)
Total partners' capital 7,694,271
Total Liabilities and Partners' Capital $63,394,133
<FN>
Note: Included in the Financial Statements of Elmwood Energy Corporation.
-19-
<PAGE>
Prime Energy Limited Partnership Exhibit F-2
Statements of Operations and Accumulated Deficit, December 31, 1993
<S> <C>
Operating revenue:
Electricity $29,071,899
Steam 3,407,041
Total operating revenue 32,478,940
Operating expenses:
Fuel 16,000,855
Wheeling 894,579
Management fees 1,629,874
Maintenance & overhaul expense 1,620,000
Other operating expenses 3,029,526
Depreciation 2,683,160
Total operating expenses 25,857,994
Income from operations 6,620,946
Other income and expense:
Interest income 125,719
Interest expense (5,565,006)
Total other income and expense (5,439,287)
Net income 1,181,659
Accumulated deficit, beginning of year (1,917,388)
Accumulated deficit, end of year $ (735,729)
-20-
<PAGE>
Prime Energy Limited Partnership Exhibit F-2
Statement of Cash Flows, December 31, 1993
<S> <C>
Operating Activities:
Net income $ 1,181,659
Adjustments to reconcile income to cash provided:
Depreciation and amortization 2,683,160
Accrued overhaul expense 1,620,000
Changes in working capital:
Receivables (1,023,264)
Prepayments and deposits 5,566
Materials and supplies 89,498
Payables and accrued liabilities (186,770)
Net restricted cash from operating activities 4,369,849
Payments to restricted cash and restricted investments (4,369,849)
Net cash from operating activities -
Investing activities:
Construction expenditures
Purchase of property and equipment (248,871)
Net cash used for investing activities (248,871)
Payments from restricted cash and restricted investments 248,871
Net cash used for investing activities -
Financing activities:
Decrease in notes payable (3,076,664)
Net restricted cash used for financing activities (3,076,664)
Payments from restricted cash and restricted investments 3,076,664
Net cash from financing activities -
Net increase from above activities
Cash (unrestricted) beginning of period
Cash (unrestricted) end of period $ -
Supplemental disclosure:
Interest paid, net of amount capitalized $ 5,592,247
-21-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
<CAPTION>
OLS
Power OLS
Consolidated Limited Acquisition
Total Eliminations Partnership Corporation Berkeley Chino Camarillo
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 31,388 $ 21,563 $ 9,825
Restricted investments 1,965,937 $ 467,429 $ 966,821 $ 531,687
Accounts receivable:
Customers, net 5,414,967 1,646,132 1,986,109 1,782,726
Affiliates $1,414,547(B) 31,250 319,214 704,949 359,134
Other 21,122 17 14,112 3,840 3,153
Notes receivable 300,000(B) 300,000
Prepayments 940,578 300,044 336,395 304,139
Deferred taxes 933,422 933,422
Inventory 257,918 194,464 62,905 549
Total Current Assets 9,565,332 1,714,547 352,813 9,842 3,874,817 4,061,019 2,981,388
Deferred Debits and Other Assets:
Equipment under capital
lease, net 76,550,386 27,879,047 24,803,184 23,868,155
Leasehold improvements, net 498,816 299,477 90,452 108,887
Goodwill, net 4,212,820 2,230,821 1,267,352 714,647
Deferred taxes 135,285 56,223 79,062
Investments (1,605,751)(D) (820,202) (785,549)
Total Assets $90,962,639 $ 108,796 $(467,389) $(775,707) $34,284,162 $30,278,230 $27,752,139
<FN>
Note: Included in the Financial Statements of Camchino Energy Corporation.
-22-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
<CAPTION>
OLS
Power OLS
Consolidated Limited Acquisition
Total Eliminations Partnership Corporation
<S> <C> <C> <C> <C>
LIABILITIES & EQUITY
Current Liabilities:
Accounts Payable:
Trade $ 1,918,875 $ $ 12,401 $ 55
Affiliates 1,414,546 (A) 44,247
Other 53,400
Accrued overhaul 2,006,250
Accrued property taxes 731,139
Obligation cap lease 4,928,114
Income taxes payable 213,990 193
Other accrued liabilities 1,044,151
Notes payable 212,276
Affiliates 300,000 (C) 300,000
Total Current Liabilities 11,108,195 1,714,546 312,401 44,495
Obligation Capital Lease -
Long-Term 75,897,744
Notes payable 949,453
Other accrued liabilities 444,000
Accrued property taxes 145,854
Deferred tax liability 186,072
Accrued overhaul 3,011,111
Stockholder's Equity:
Capital stock 3,000 (D)
Additional paid-in capital 12,800,000 26,750,000 (D) 12,800,000 13,379,000
Retained earnings (13,579,790) (28,358,750)(D) (13,579,790) (14,199,202)
Total stockholder's Equity (779,790) (1,605,750) (779,790) (820,202)
Total Liabilities & Equity $ 90,962,639 $ 108,796 $ (467,389) $ (775,707)
-23A-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
<CAPTION>
Berkeley Chino Camarillo
<S> <C> <C> <C>
LIABILITIES & EQUITY
Current Liabilities:
Accounts Payable:
Trade $ 920,907 $ 493,050 $ 492,462
Affiliates 46,837 544,956 778,506
Other 17,800 17,800 17,800
Accrued overhaul 2,006,250
Accrued property taxes 158,385 426,900 145,854
Obligation cap lease 3,155,562 904,166 868,386
Income taxes payable 175,294 38,503
Other accrued liabilities 693,751 250,200 100,200
Notes payable 212,276
Affiliates
Total Current Liabilities 6,999,492 2,812,366 2,653,987
Obligation Capital Lease -
Long-Term 26,090,190 25,261,231 24,546,323
Notes payable 203,639 150,000 595,814
Other accrued liabilities 148,000 148,000 148,000
Accrued property taxes 145,854
Deferred tax liability 186,072
Accrued overhaul 1,251,389 1,759,722
Stockholder's Equity:
Capital stock 1,000 1,000 1,000
Additional paid-in capital 3,983,815 4,567,534 4,819,651
Retained earnings (3,328,046) (3,913,290) (6,918,212)
Total stockholder's Equity 656,769 655,244 (2,097,561)
Total Liabilities & Equity $34,284,162 $30,278,230 $27,752,139
-23B-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidating Income Statement, December 31, 1993
<CAPTION>
OLS
Power OLS
Consolidated Limited Acquisition
Total Eliminations Partnership Corporation
<S> <C> <C> <C> <C>
Operating Revenues:
Electricity $ 32,234,677 $ $ $
Steam 5,399,921
Total operating revenues 37,634,598
Operating Expenses:
Fuel 17,964,731
Operations & maintenance 10,277,847
Other operating expenses 3,468,724 (67,055) 1,735
Amortization 3,399,290
Total operating expenses 35,110,592 (67,055) 1,735
Income from operations 2,524,006 67,055 (1,735
Other Income and Expense:
Interest income 122,621 30,000 30,000
Interest expense (8,183,898) (30,000) (33,000) (56)
Other income 1,600,000
Investment income (loss) (8,839,183) (4,404,822) (4,434,361)
Total other income
and expense (6,461,277) (8,839,183) (4,407,822) (4,434,417)
Income (loss) before income
taxes (3,937,271) (8,839,183) (4,340,767) (4,436,152)
Income taxes (benefits) 283,514 (31,330)
Net income (loss) $ (4,220,785) $ (8,839,183) $(4,340,767) $(4,404,822)
-24A-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidating Income Statement, December 31, 1993
<CAPTION>
Berkeley Chino Camarillo
<S> <C> <C> <C>
Operating Revenues:
Electricity $ 8,609,251 $11,452,658 $12,172,768
Steam 3,913,563 964,927 521,431
Total operating revenues 12,522,814 12,417,585 12,694,199
Operating Expenses:
Fuel 6,558,250 5,267,165 6,139,316
Operations & maintenance 4,291,783 2,746,277 3,239,787
Other operating expenses 1,173,160 1,100,365 1,260,519
Amortization 1,283,451 1,087,555 1,028,284
Total operating expenses 13,306,644 10,201,362 11,667,906
Income from operations (783,830) 2,216,223 1,026,293
Other Income and Expense:
Interest income 55,223 37,681 29,717
Interest expense (2,872,557) (2,639,436) (2,668,849)
Other income 700,000 900,000
Investment income (loss)
Total other income
and expense (2,817,334) (1,901,755) (1,739,132)
Income (loss) before income
taxes (3,601,164) 314,468 (712,839)
Income taxes (benefits) (1,166,507) 818,172 663,179
Net income (loss) $(2,434,657) $ (503,704) $(1,376,018)
-24B-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidated Statement of Cash Flows, December 31, 1993
<CAPTION>
OLS Power OLS
Consolidated Limited Acquisition
Total Eliminations Partnership Corporation
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income (Loss) $ (4,220,785) $ (8,839,183) $(4,340,767) $(4,404,822)
Adjustments to reconcile loss
to cash provided:
Amortization 7,534,018
Accrued decommissioning
costs 111,000
Investment loss -
OLS Acquisition 4,404,822 4,404,822
Investment loss - OLS Energy 4,434,361 4,434,361
Changes in working capital:
Restricted investments
Receivables, net (1,172,806) 1,362,945
Prepayments 183,643
Accounts payable and
accrued liabilities (384,977) (1,362,945) (157,153) (36,582)
Increase in goodwill
Net restricted cash and unrestricted
cash provided (required) by
operating activities 2,050,093 (93,098) (7,043)
Payments to restricted investments (2,150,234)
Net cash required by operating
activities (100,141) (93,098) (7,043)
FINANCING ACTIVITIES:
Decrease in lease obligation
resulting from payments (1,185,260)
Increase (decrease) in notes
payable (991,734)
Dividends paid to OLS (880,000) (880,000)
Dividends received from OLS 880,000 880 000
Dividends paid to partner (800,000) (800,000)
Net restricted cash and unrestricted
cash provided (required)
by financing activities (2,976,994) 80,000 (880,000)
Payments from restricted investments (2,176,994)
Net cash required by operating
activities (800,000) 80,000 (880,000)
INVESTING ACTIVITIES:
Leasehold improvements (310,901)
Net restricted cash and unrestricted
cash provided (required) by
investing activities (310,901)
Payments to restricted investments 310,901
Net cash provided by operating
activities
Net increase/(decrease) in cash
from above activities (900,141) (13,098) (887,043)
Cash (unrestricted), beginning
of period 931,529 34,661 896,868
Cash (unrestricted), end
of period $ 31,388 $ - $ 21,563 $ 9,825
-25A-
<PAGE>
OLS Power Limited Partnership Exhibit F-2
Consolidated Statement of Cash Flows, December 31, 1993
<CAPTION>
Berkeley Chino Camarillo
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income (Loss) $(2,434,657) $ (503,704) $(1,376,018)
Adjustments to reconcile loss
to cash provided:
Amortization 2,542,352 2,282,722 2,708,944
Accrued decommissioning
costs 37,000 37,000 37,000
Investment loss -
OLS Acquisition
Investment loss - OLS Energy
Changes in working capital:
Restricted investments
Receivables, net 10,275 (60,884) 240,748
Prepayments (10,818) 107,635 86,826
Accounts payable and
accrued liabilities (1,447,576) (249,596) 142,985
Increase in goodwill
Net restricted cash and unrestricted
cash provided (required) by
operating activities (1,303,424) 1,613,173 1,840,485
Payments to restricted investments 1,303,424 (1,613,173) (1,840,485)
Net cash required by operating
activities
FINANCING ACTIVITIES:
Decrease in lease obligation
resulting from payments (328,183) (439,305) (417,772)
Increase (decrease) in notes
payable 203,639 (300,000) (895,373)
Dividends paid to OLS
Dividends received from OLS
Dividends paid to partner
Net restricted cash and unrestricted
cash provided (required)
by financing activities (124,544) (739,305) (1,313,145)
Payments from restricted investments 124,544 739,305 1,313,145
Net cash required by operating
activities
INVESTING ACTIVITIES:
Leasehold improvements (231,796) (61,329) (17,776)
Net restricted cash and unrestricted
cash provided (required) by
investing activities (231,796) (61,329) (17,776)
Payments to restricted investments 231,796 61,329 17,776
Net cash provided by operating
activities
Net increase/(decrease) in cash
from above activities
Cash (unrestricted), beginning
of period
Cash (unrestricted), end
of period $ - $ - $ -
-25B-
<PAGE>
Metropolitan Edison Company and Subsidiary Company Exhibit F-2
Consolidating Balance Sheet
December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
The Corporation
and
Subsidiary Eliminations Metropolitan York Haven
Company and Edison Power
Consolidated Adjustments Company Company
<S> <C> <C> <C> <C>
ASSETS
Utility Plant:
In service, at original cost $2 004 639 $1 990 846 $13 793
Less, accumulated depreciation 643 230 638 900 4 330
Net utility plant in service 1 361 409 1 351 946 9 463
Construction work in progress 83 783 81 802 1 981
Other, net 52 136 52 136
Net utility plant 1 497 328 1 485 884 11 444
Common stock of subsidiary $ 1 163(A) 1 163
Current Assets:
Cash and temporary cash investments 938 928 10
Special deposits 1 433 1 433
Accounts receivable:
Customers, net 54 866 54 866
Other 18 825 247(B) 18 883 189
Unbilled Revenues 27 075 27 075
Materials and supplies, at average cost or less:
Construction and maintenance 37 953 37 953
Fuel 19 200 19 200
Deferred income taxes 12 241 12 241
Prepayments 2 613 2 613
Total current assets 175 144 247 175 192 199
Deferred Debits and Other Assets:
Three Mile Island Unit 2 Deferred Costs 128 750 128 750
Deferred income taxes 69 504 69 461 43
Income taxes recoverable through future rates 199 055 199 003 52
Decommissioning funds 55 242 55 242
Other 47 520 9 735(A) 57 255
Total deferred debits 500 071 9 735 509 711 95
Total Assets $2 172 543 $11 145 $2 171 950 $11 738
______________________
The notes to the consolidated financial statements of Met-Ed, which are incorporated by reference from the annual report
on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-26-
<PAGE>
Metropolitan Edison Company and Subsidiary Company Exhibit F-2
Consolidating Balance Sheet
December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
The Corporation
and
Subsidiary Eliminations Metropolitan York Haven
Company and Edison Power
Consolidated Adjustments Company Company
<S> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 66 273 $ 1 163(A) $ 66 273 $ 1 163
Capital surplus 345 200 2 435(A) 345 200 2 435
Retained earnings 229 677 7 300(A) 229 677 7 300
Total 641 150 10 898 641 150 10 898
Less, reacquired common stock
Total common stockholder equity 641 150 10 898 641 150 10 898
Cumulative preferred stock 58 659 58 659
Long-term debt 546 319 546 319
Total capitalization 1 246 128 10 898 1 246 128 10 898
Current Liabilities:
Debt due within one year 16 16
Notes payable 81 600 81 600
Obligations under capital leases 44 155 44 155
Accounts payable:
Affiliates 10 359 247(B) 10 606
Other 71 338 71 338
Taxes accrued 6 709 6 705 4
Deferred energy credits 14 201 14 201
Interest accrued 22 830 22 830
Other 21 573 21 573
Total current liabilities 272 781 247 273 024 4
Deferred Credits and Other Liabilities:
Deferred income taxes 355 873 355 137 736
Unamortized investment tax credits 38 431 38 374 57
Three Mile Island Unit 2 future costs 159 933 159 933
Nuclear fuel disposal fee 24 801 24 801
Other 74 596 74 553 43
Total deferred credits and other liabilities 653 634 652 798 836
Committments and Contingencies (Note 1)
Total Liabilities and Capital $2 172 543 $11 145 $2 171 950 $11 738
______________________
The notes to the consolidated financial statements of Met-Ed, which are incorporated by reference from the annual report
on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-27-
<PAGE>
Metropolitan Edison Company and Subsidiary Company Exhibit F-2
Consolidating Statement of Income
For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
The Corporation
and
Subsidiary Eliminations Metropolitan York Haven
Company and Edison Power
Consolidated Adjustments Company Company
<S> <C> <C> <C> <C>
Operating Revenues $801 487 $ 4 601 (C) $801 400 $4 688
Equity in Earnings of Subsidiaries 962 (D) 962
Operating Expenses:
Fuel 82 037 82 037
Power purchased and interchanged:
Affiliates 15 298 4 601 (C) 19 899
Others 187 723 187 723
Deferral of energy costs, net (12 179) (12 179)
Other operation and maintenance 210 822 208 443 2 379
Depreciation and amortization 86 490 86 026 464
Taxes, other than income taxes 53 834 53 543 291
Total operating expenses 624 025 4 601 625 492 3 134
Operating income before income taxes 177 462 962 176 870 1 554
Income taxes 49 528 48 843 685
Operating income 127 934 962 128 027 869
Other Income and Deductions:
Allowance for funds used during construction 1 491 1 400 91
Other income, net (5 581) (5 583) 2
Income taxes 2 480 2 480
Total other income and deductions (1 610) (1 703) 93
Income Before Interest Charges and Preferred Dividends 126 324 962 126 324 962
Interest Charges and Preferred Dividends:
Interest on long-term debt 42 887 42 887
Other interest 6 990 6 990
Allowance for borrowed funds used during construction (1 428) (1 428)
Preferred stock dividends of subsidiary
Total interest charges and preferred dividends 48 449 48 449
Net Income $ 77 875 $ 962 $ 77 875 $ 962
______________________
The notes to the consolidated financial statements of Met-Ed, which are incorporated by reference from the annual report
on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-28-
<PAGE>
Metropolitan Edison Company and Subsidiary Company Exhibit F-2
Consolidating Statement of Retained Earnings
For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
The Corporation
and
Subsidiary Eliminations Metropolitan York Haven
Company and Edison Power
Consolidated Adjustments Company Company
<S> <C> <C> <C> <C>
Balance, beginning of year $182 569 $6 338 (B) $182 569 $6 338
Add, net income 77 875 962 (B) 77 875 962
Deduct: Cash dividends on common stock 20 000 20 000
Cash dividends on cumulative preferred stock 6 960 6 960
Other adjustments 3 807 3 807
Balance, end of year $229 677 $7 300 $229 677 $7 300
______________________
The notes to the consolidated financial statements of Met-Ed, which are incorporated by reference from the annual report
on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-29-
<PAGE>
Metropolitan Edison Company and Subsidiary Company Exhibit F-2
Consolidating Statement of Cash Flows
For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
The Corporation
and
Subsidiary Eliminations Metropolitan York Haven
Company and Edison Power
Consolidated Adjustments Company Company
<S> <C> <C> <C> <C>
Operating Activities:
Income before preferred dividends of subsidiary $ 77 875 $ 962 $ 77 875 $ 962
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiary (962) (962)
Depreciation and amortization 77 372 77 018 354
Amortization of property under capital leases 13 903 13 903
Nuclear outage maintenance costs, net (4 394) (4 394)
Deferred income taxes and investment tax credits, net 12 371 12 266 105
Deferred energy costs, net (12 179) (12 179)
Accretion income (1 486) (1 486)
Allowance for other funds used during construction (1 491) (1 400) (91)
Changes in working capital:
Receivables (4 219) (4 277) 58
Materials and supplies (3 604) (3 604)
Special deposits and prepayments 602 602
Payables and accrued liabilities (2 880) (2 720) (160)
Due to/from affiliates (2 427) (2 416) (11)
Other, net (9 114) (9 114)
Net cash provided by operating activities 140 329 - 139 112 1,217
Investing Activities:
Cash construction expenditures (142 380) (140 176) (2 204)
Contributions to decomissioning trust (46 239) (46 239)
Other, net 8 183 8 183
Net cash used for investing activities (180 436) (178 232) (2 204)
Financing Activities:
Issuance of long-term debt 268 170 268 170
Increase in notes payable, net 69 800 69 800
Retirement of long-term debt (221 015) (221 015)
Redemption of preferred stock (85 346) (85 346)
Capital lease principal payments (12 524) (12 524)
Contributions from parent corporation 50 000 50 000
Contributions to subsidiary/from parent (935) 935
Dividends paid on common stock (20 000) (20 000)
Dividends paid on preferred stock (8 624) (8 624)
Net cash required by financing activities 40 461 39 526 935
Net increase (decrease) in cash and temporary cash
investments from above activities 354 406 (52)
Cash and temporary cash investments, beginning of year 584 523 61
Cash and temporary cash investments, end of year $ 938 $ - $ 929 $ 9
Supplementary Disclosure:
Interest paid (net of amount capitalized) $ 41 372 $ 41 372 $ -
Income taxes paid $ 55 539 $ 54 903 $ 636
New capital lease obligations incurred $ 24 780 $ 24 780 $ -
_____________________
The notes to the consolidated financial statements of Met-Ed, which are incorporated by reference from the annual report
on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-30-
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Nineveh Electric Light
Companies and Electric Water and Power
Consolidated Adjustments Company Company Company
<S> <C> <C> <C> <C> <C>
ASSETS
Utility Plant:
In service, at original cost $2 429 557 $2 428 510 $1 032 $15
Less, accumulated depreciation 887 281 887 079 202
Net utility plant in service 1 542 276 1 541 431 830 15
Construction work in progress 81 420 81 420
Other, net 35 614 35 614
Net utility plant 1 659 310 1 658 465 830 15
Current Assets:
Cash and temporary cash investments 1 622 930 692
Special deposits 2 622 2 622
Accounts receivable:
Customers, net 64 913 64 913
Other 9 824 9 791 33
Unbilled revenues 28 942 28 942
Materials and supplies, at average cost or less:
Construction and maintenance 46 994 46 994
Fuel 20 590 20 590
Deferred energy costs 17 047 17 047
Deferred income taxes 790 790
Prepayments 6 630 6 630
Total current assets 199 974 199 249 725 -
Deferred Debits and Other Assets:
Three Mile Island Unit 2 deferred costs 64 638 64 638
Deferred income taxes 64 577 64 577
Income taxes recoverable through future rates 234 026 234 026
Decommissioning funds 24 657 24 657
Other 54 158 $1 451 (A, B) 55 609
Total deferred debits 442 056 1 451 443 507 - -
Total Assets $2 301 340 $1 451 $2 301 221 $1 555 $15
The notes to the consolidated financial statements of the Company, which are incorporated by reference from
the annual report on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating
financial statements.
-31-
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES Exhibit F-2
Consolidating Balance Sheet, December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Nineveh Electric Light
Companies and Electric Water and Power
Consolidated Adjustments Company Company Company
<S> <C> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 105 812 $ 16 (A, B) $ 105 812 $ 1 $15
Capital surplus 265 486 1 367 (A) 265 486 1 367
Retained Earnings 328 290 114 (A) 328 290 114 _
Total common stockholder equity 699 588 1 497 699 588 1 482 15
Cumulative preferred stock 61 842 61 842
Long-term debt 524 491 524 491
Total capitalization 1 285 921 1 497 1 285 921 1 482 15
Current Liabilities:
Debt due within one year 70 008 70 008
Notes payable 102 356 102 356
Obligations under capital leases 23 333 23 333
Accounts payable 91 279 91 279
Taxes accrued 11 978 11 972 6
Deferred energy credits 15 369 15 369
Interest accrued 11 956 11 956
Other 13 511 13 511
Total current liabilities 339 790 339 784 6 -
Deferred Credits and Other Liabilities:
Deferred income taxes 455 076 455 050 26
Unamortized investment tax credit 51 775 51 734 41
Three Mile Island Unit 2 future costs 79 967 79 967
Other 88 811 (46) (A) 88 765
Total deferred credits and other liabilities 675 629 (46) 675 516 67 -
Commitments and Contingencies (Note 1)
Total Liabilities and Capital $2 301 340 $1 451 $2 301 221 $1 555 $15
The notes to the consolidated financial statements of the Company, which are incorporated by reference from the annual
report on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-32-
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES Exhibit F-2
Consolidating Statement of Income
For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Nineveh Electric Light
Companies and Electric Water and Power
Consolidated Adjustments Company Company Company
<S> <C> <C> <C> <C> <C>
Operating Revenues $908 280 $908 280
Operating Expenses:
Fuel 182 923 182 923
Power purchased and interchanged, net:
Affiliates 3 606 3 606
Others 131 791 131 791
Deferral of energy costs, net (23 145) (23 145)
Other operation and maintenance 241 252 241 252
Depreciation and amortization 90 463 90 451 $ 12
Taxes, other than income taxes 61 697 61 686 11
Total operating expenses 688 587 688 564 23 $ -
Operating income before income taxes 219 693 219 716 (23)
Income taxes 72 656 72 672 (16)
Operating Income 147 037 147 044 (7) -
Other Income and Deductions:
Allowance for other funds used during construction 869 869
Other income, net (7 021) $ 8 (7 039) 26
Income taxes 3 420 3 431 (11)
Total other income and deductions (2 732) 8 (2 739) 15 -
Income Before Interest Charges 144 305 8 144 305 8 -
Interest Charges and Preferred Dividends:
Interest on long-term debt 44 714 44 714
Other interest 5 255 5 255
Allowance for borrowed funds used
during construction (1 392) (1 392)
Total interest charges 48 577 48 577 -
Net Income $ 95 728 $ 8 $ 95 728 $ 8 $ -
The notes to the consolidated financial statements of the Company, which are incorporated by reference from the report
on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-33-
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES Exhibit F-2
Consolidating Statement of Retained Earnings
For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Nineveh Electric Light
Companies and Electric Water and Power
Consolidated Adjustments Company Company Company
<S> <C> <C> <C> <C> <C>
Balance, beginning of year $278 482 $106 $278 482 $106 $ -
Add, net income 95 728 8 95 728 8
Deduct: Cash dividends on common stock 40 000 40 000
Cash dividends on cumulative preferred stock 4 987 4 987
Other adjustments 933 933
Balance, end of year $328 290 $114 $328 290 $114 $ -
The notes to the consolidated financial statements of the Company, which are incorporated by reference from the annual
report on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-34-
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY AND SUBSIDIARY COMPANIES Exhibit F-2
Consolidating Statement of Cash Flows
For the Year Ended December 31, 1993
(In Thousands)
<CAPTION>
Supplementary Consolidating Information
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Nineveh Electric Light
Companies and Electric Water and Power
Consolidated Adjustments Company Company Company
<S> <C> <C> <C> <C> <C>
Operating Activities
Income before preferred dividends of subsidiaries $ 95 728 $ 8 $ 95 728 $ 8
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries (8) (8)
Depreciation and amortization 82 951 82 939 12
Amortization of property under capital lease 8 183 8 183
Nuclear outage maintenance costs, net (2 195) (2 195)
Deferred income taxes and investment tax credits, net 18 612 18 612
Deferred energy costs, net (23 097) (23 097)
Accretion income (800) (800)
Allowance for other funds used during construction (869) (869)
Changes in working capital:
Receivables (7 894) (7 912) 18
Materials and supplies 13 664 13 664
Special deposits and prepayments (1 777) (1 777)
Payables and accrued liabilities 5 680 5 674 6
Due to/from affiliates (4 324) (4 324)
Other, net (5 798) (5 798)
Net cash provided by operating activities 178 064 - 178 020 44 $ -
Investing Activities
Cash construction expenditures (150 252) (150 252)
Proceeds from sale/leaseback of nuclear fuel
Contributions to decommissioning trust (19 411) (19 411)
Other, net 5 806 5 719 87
Net cash provided by (used for) investing activities (163 857) - (163 944) 87 -
Financing Activities:
Issuance of long-term debt 119 220 119 220
Increase in notes payable, net 54 205 54 205
Retirement of long-term debt (108 008) (108 008)
Capital lease principal payments (7 492) (7 492)
Redemption of preferred stock (26 013) (26 013)
Dividends paid on common stock (40 000) (40 000)
Dividends paid on preferred stock (5 156) (5 156)
Net cash required by financing activities (13 244) - (13 244) - -
Increase (decrease) in cash and temporary
cash investments from above activities 963 832 131
Cash and temporary cash investments,beginning of year 659 98 561
Cash and temporary cash investments, end of year $ 1 622 $ - $ 930 $692 $ -
Supplemental Disclosure:
Interest paid (net of amount capitalized) $ 45 939 $ 45 939 - -
Income taxes paid $ 52 565 $ 52 570 $ (5) -
Net capital lease obligations incurred $ 13 317 $ 13 317 - -
The notes to the consolidated financial statements of the Company, which are incorporated by reference from the annual
report on Form 10-K for the year ended December 31, 1993, are an integral part of the consolidating financial statements.
-35-
</TABLE>
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Item Total Electric
Line
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service:
3 Plant in Service (Classified) $3 938 700 278 $3 938 700 278
4 Property Under Capital Leases 10 438 482 10 438 482
5 Plant Purchased or Sold
6 Completed Const. not Classified
7 Experimental Plant Unclassified
8 TOTAL 3 949 138 760 3 949 138 760
9 Leased to Others
0 Held for Future Use 15 685 008 15 685 008
1 Construction Work in Progress 102 178 082 102 178 082
2 Acquisition Adjustments
3 TOTAL Utility Plant 4 067 001 850 4 067 001 850
4 Accum. Prov. for Depr., Amort.
& Depl. (A) 1 380 539 621 1 380 539 621
5 Net Utility Plant $2 686 462 229 $2 686 462 229
DETAIL OF ACCUMULATED PROVISIONS FOR
6 DEPRECIATION, AMORTIZATION & DEPLETION
7 In Service:
8 Depreciation (A) $1 377 466 832 $1 377 466 832
9 Amort. & Depl. of Producing Natural
Gas Land and Land Rights
0 Amort. of Underground Storage Land
and Land Rights
1 Amort. of Other Utility Plant 3 072 789 3 072 789
2 TOTAL in Service 1 380 539 621 1 380 539 621
3 Leased to Others:
4 Depreciation
5 Amortization and Depletion
6 TOTAL Leased to Others - -
7 Held for Future Use
8 Depreciation
9 Amortization
0 TOTAL Held for Future Use - -
1 Abandonment of Leases
2 Amort. of Plant Acquisition Adj.
3 TOTAL Accumulated Provisions $1 380 539 621 $1 380 539 621
-1-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1992
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued):
Gas Other (Specify) Other (Specify) Other (Specify) Common
Line
(d) (e) (f) (g) (h) No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
-2-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1992
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued):
Notes:
(A) Included is $69,529,479 of nuclear plant decommissioning-radiological
costs in this account, of which $54,742,662 is applicable to Oyster
Creek, $10,365,120 to Three Mile Island Unit 1, and $4,421,697 to Saxton.
Also included is $8,641,543 of nuclear plant decommissioning-
nonradiological costs in this account, of which $7,764,383 is applicable
to Oyster Creek and $877,160 to Three Mile Island Unit 1. Also included
is $21,341,667, which represents the interest on decommissioning funds
and which $17,369,910 is applicable to Oyster Creek, $2,148,170 to Three
Mile Island Unit 1, and $1,823,587 to Saxton.
-3-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1992
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157)
Changes During
Balance Year
Line Description of Item Beginning of Year Additions
No. (a) (b) (c)
1 Nuclear Fuel in Process of
Refinement, Conversion, Enrichment
& Fabrication (120.1)
2 Fabrication
3 Nuclear Materials $ 1 327 663 $ 1 171 931
4 Allowance for Funds Used During
Construction
5 Other Overhead Construction Costs 27 160 715 1 305 482
6 SUBTOTAL 28 488 378 2 477 413
7 Nuclear Fuel Materials and Assemblies
8 In Stock (120.2) 1 250 441
9 In Reactor (120.3)
10 SUBTOTAL 1 250 441
11 Spent Nuclear Fuel (120.4) 774 953
12 Nuclear Fuel Under Capital
Leases (120.6)(A) 104 478 247 12 700 736
13 Less Accum. Prov. for Amortization of
Nuclear Fuel Assemblies (120.5)
14 TOTAL Nuclear Fuel Stock $134 217 066 $15 953 102
15 Estimated Net Salvage Value of Nuclear
Materials in Line 9 N/A
16 Estimated Net Salvage Value of Nuclear
Materials in Line 11 N/A
17 Estimated Net Salvage Value of Nuclear
Materials in Chemical Processing N/A
18 Nuclear Materials Held for Sale (157)
19 Uranium
20 Plutonium
21 Other
22 TOTAL Nuclear Materials Held
for Sale N/A
-4-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued):
Changes During Year
Other Reductions Balance
Amortization (Explain in a End of Year
Footnote) Line
(d) (e) (f) No.
1
2
$ 1 327 663 (B) $ 1 171 931 3
4
27 160 715 (C) 1 305 482 5
28 488 378 2 477 413 6
7
1 250 441 8
9
1 250 441 10
774 953 11
12
$ 31 020 460 86 158 523
13
34 442 34 442
$ 31 054 902 $28 488 378 $ 90 626 888 14
15
N/A
16
N/A
17
N/A
18
19
20
21
22
N/A
-5-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued):
NOTES:
(A) See Note 9 of Notes to Financial Statements on page F-44 of JCP&L's
Annual Report on Form 10-K contained in Exhibit A-2 filed herein by
reference.
Other Reductions reflects the following:
(B) Transfer to Nuclear Fuel under Capital Lease, account 120.6,
$1,327,663 for Oyster Creek Station.
(C) Transfer to Nuclear Fuel under Capital Lease, account 120.6, $229,152
for Oyster Creek Station and $6,563 for Three Mile Island Unit 1.
Transfer to Other Regulatory Asset-DOE Enrichment Facility
Decommissioning, account 182.3, $17,400,000 for Oyster Creek Station
and $9,525,000 for Three Mile Island.
-6-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106)
Balance
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization $ 51 057
3 (302) Franchises and Consents 19 647
4 (303) Miscellaneous Intangible Plant 19 942 204 $ 3 489 258
5 TOTAL Intangible Plant $ 20 012 908 $ 3 489 258
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights $ 970 948
9 (311) Structures and Improvements 47 607 759 $ 397 690
10 (312) Boiler Plant Equipment 85 200 172 961 548
11 (313) Engines & Engine Driven Gen.
12 (314) Turbogenerator Units 46 683 177 2 391 164
13 (315) Accessory Electric Equipment 11 751 023 439 851
14 (316) Misc. Power Plant Equipment 6 821 151 954 922
15 TOTAL Steam Production Plant 199 034 230 5 145 175
16 B. Nuclear Production Plant
17 (320) Land and Land Rights 9 074 755 (806)
18 (321) Structures and Improvements 213 284 088 6 847 360
19 (322) Reactor Plant Equipment 477 819 327 45 002 691
20 (323) Turbogenerator Units 75 858 990 1 487 065
21 (324) Accessory Electric Equipment 130 340 481 20 838 418
22 (325) Misc. Power Plant Equipment 85 837 491 48 741 807
23 TOTAL Nuclear Production Plant 992 215 132 122 916 535
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights 284 198
26 (331) Structures and Improvements 3 264 713 11 534
27 (332) Reservoirs, Dams, and Waterways 6 892 823
28 (333) Water Wheels, Turbines, & Gen. 6 997 825
29 (334) Accessory Electric Equipment 1 194 684
30 (335) Misc. Power Plant Equipment 1 080 886 3 358
31 (336) Roads, Railroads, and Bridges 214 566
32 TOTAL Hydraulic Production Plant 19 929 695 14 892
33 D. Other Production Plant
34 (340) Land and Land Rights 1 255 253 342
35 (341) Structures and Improvements 33 277 149 1 812 946
36 (342) Fuel Holders, Prod. & Access. 40 661 736 172 209
37 (343) Prime Movers 149 443 384 2 147 375
38 (344) Generators 15 839 593
39 (345) Accessory Electric Equipment 16 662 980 162 859
40 (346) Misc. Power Plant Equipment 2 475 528 598 716
41 TOTAL Other Production Plant 259 615 623 4 894 447
42 TOTAL Production Plant $1 470 794 680 $132 971 049
-7-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
$ 51 057 2
19 647 3
23 431 462 4
$ 23 502 166 5
6
7
$ 970 948 8
$ 779 067 $ 1 023 085 $ 129 412 48 378 879 9
200 216 1 556 710 53 646 87 571 860 10
11
190 809 (2 619 812) 16 303 46 280 023 12
57 961 (7 410) (285 101) 11 840 402 13
62 172 47 427 (256 711) 7 504 617 14
1 290 225 - (342 451) 202 546 729 15
16
9 073 949 17
167 556 219 963 892 18
4 870 217 (11 508) 517 940 293 19
993 428 11 508 76 364 135 20
268 775 150 910 124 21
139 920 134 439 378 22
6 439 896 - 1 108 691 771 23
24
284 198 25
(5) 3 276 242 26
5 6 892 828 27
6 997 825 28
5 000 1 189 684 29
1 084 244 30
214 566 31
5 000 - 19 939 587 32
33
1 255 595 34
(1 797) 35 088 298 35
31 287 2 053 40 804 711 36
5 066 387 13 867 (2 694) 146 535 545 37
42 15 839 635 38
24 050 (113) 16 801 676 39
2 544 3 076 788 40
5 121 724 13 867 35 259 402 248 41
$12 856 845 $ 13 867 (342 416) $1 590 580 335 42
-8-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106) (Continued):
Balance
Line Account Beginning of Year Additions
No. (a) (b) (c)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights $ 41 415 807 $ 32 116
45 (352) Structures and Improvements 7 136 561 5 976
46 (353) Station Equipment 277 203 851 9 090 721
47 (354) Towers and Fixtures 35 952 997 58 555
48 (355) Poles and Fixtures 92 990 361 2 452 766
49 (356) Overhead Conductors & Devices 129 130 760 4 064 156
50 (357) Underground Conduit 1 431 889 59 571
51 (358) Underground Conductors & Dev. 4 440 880 109 124
52 (359) Roads and Trails 2 083 171
53 TOTAL Transmission Plant $ 591 786 277 $ 15 872 985
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights $ 23 815 532 $ 1 595 892
56 (361) Structures and Improvements 4 003 262
57 (362) Station Equipment 187 290 414 10 158 873
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 219 065 908 10 391 455
60 (365) Overhead Conductors and Dev. 252 291 813 15 317 233
61 (366) Underground Conduit 51 096 509 4 133 289
62 (367) Underground Conductors & Dev. 136 263 257 15 765 589
63 (368) Line Transformers 248 393 654 16 802 224
64 (369) Services 191 717 584 18 035 644
65 (370) Meters 67 251 714 4 439 669
66 (371) Installations on Cust. Prem. 3 949 956 1 475 862
67 (372) Leased Property on Cust. Prem.
68 (373) Street Lighting & Signal Sys. 62 403 494 5 095 436
69 TOTAL Distribution Plant $1 447 543 097 $103 211 166
70 5. GENERAL PLANT
71 (389) Land and Land Rights $ 3 707 642
72 (390) Structures and Improvements 83 055 486 $ 3 462 021
73 (391) Office Furniture and Equip. 25 515 840 2 686 141
74 (392) Transportation Equipment 3 542 803 205 506
75 (393) Stores Equipment 3 249 072 93 829
76 (394) Tools, Shop and Garage Equip. 11 389 597 2 589 256
77 (395) Laboratory Equipment 5 703 525 277 640
78 (396) Power Operated Equipment 1 363 457
79 (397) Communication Equipment 21 197 410 7 079 127
80 (398) Miscellaneous Equipment 3 455 922 705 785
81 SUBTOTAL 162 180 754 17 099 305
82 (399) Other Tangible Property
83 TOTAL General Plant $ 162 180 754 $ 17 099 305
84 TOTAL (Accts. 101 & 106) $3 692 317 716 $272 643 763
85 (102) Electric Plant Purchased
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclass.
88 TOTAL Electric Plant in Service $3 692 317 716 $272 643 763
-9-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
43
$ 4 972 $ 419 $ 41 443 370 44
2 844 1 091 720 8 231 413 45
1 295 779 $ 9 692 (895 663) 284 112 822 46
58 554 (540) 36 069 566 47
490 886 (403 439) 36 721 94 585 523 48
346 057 (411 262) 36 668 132 474 265 49
58 236 (28 247) (10 079) 1 394 898 50
8 726 23 847 1 395 4 566 520 51
2 083 171 52
$ 2 207 500 $ (750 855) $ 260 641 $ 604 961 548 53
54
$ 2 272 $ 25 409 152 55
$ 1 272 906 5 276 168 56
193 236 (1 131 484) 196 124 567 57
58
1 356 782 $ 169 680 88 982 228 359 243 59
784 321 87 697 (25 204) 266 887 218 60
30 419 103 013 (40 223) 55 262 169 61
351 673 312 136 (119 699) 151 869 610 62
2 812 147 1 576 15 991 262 401 298 63
366 318 7 885 209 394 795 64
1 239 971 57 086 70 508 498 65
135 255 125 5 290 688 66
67
2 029 427 3 332 15 993 65 488 828 68
$ 9 301 821 $ 742 530 $ 77 262 $1 542 272 234 69
70
$ 591 $ 3 707 051 71
167 381 $ 7 882 $ (1 244 496) 85 113 512 72
636 331 (3 986) (61 044) 27 500 620 73
18 460 63 511 3 793 360 74
46 350 (64 433) 3 232 118 75
787 101 315 605 13 507 357 76
35 745 401 596 6 347 016 77
1 180 79 830 1 442 107 78
10 268 (16 029) 28 250 240 79
201 066 529 973 4 490 614 80
1 904 473 3 896 4 513 177 383 995 81
82
$ 1 904 473 $ 3 896 $ 4 513 $ 177 383 995 83
$26 270 639 $ 9 438 $ - $3 938 700 278 84
85
86
87
$26 270 639 $ 9 438 $ - $3 938 700 278 88
-10-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Line Item Total Electric
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service:
3 Plant in Service (Classified) $1 990 846 024 $1 990 846 024
4 Property Under Capital Leases 5 339 391 5 339 391
5 Plant Purchased or Sold
6 Completed Const. not Classified
7 Experimental Plant Unclassified
8 TOTAL 996 185 415 1 996 185 415
9 Leased to Others
10 Held for Future Use 596 327 596 327
11 Construction Work in Progress 81 801 384 81 801 384
12 Acquisition Adjustments
13 TOTAL Utility Plant 2 078 583 126 2 078 583 126
14 Accum. Prov. for Depr., Amort. & Depl.638 900 059 638 900 059
15 Net Utility Plant $1 439 683 067 $1 439 683 067
DETAIL OF ACCUMULATED PROVISIONS FOR
16 DEPRECIATION, AMORTIZATION & DEPLETION
17 In Service:
18 Depreciation 638 900 059 638 900 059
19 Amort. & Depl. of Producing Natural
Gas Land and Land Rights
20 Amort. of Underground Storage Land
and Land Rights
21 Amort. of Other Utility Plant
22 TOTAL in Service 638 900 059 638 900 059
23 Leased to Others:
24 Depreciation
25 Amortization and Depletion
26 TOTAL Leased to Others
27 Held for Future Use
28 Depreciation
29 Amortization
30 TOTAL Held for Future Use
31 Abandonment of Leases (Natural Gas)
32 Amort. of Plant Acquisition Adj.
33 TOTAL Accumulated Provisions $ 638 900 059 $ 638 900 059
-11-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued):
Gas Other (Specify) Other (Specify) Other (Specify) Common
Line
(d) (e) (f) (g) (h) No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
-12-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157)
Changes During
Year
Balance
Line Description of Item Beginning of Year Additions
No. (a) (b) (c)
1 Nuclear Fuel in Process of Refinement
Conversion Enrichment & Fabrication (120.1)
2 Fabrication
3 Nuclear Materials $ 2 343 863
4 Allowance for Funds Used During
Construction
5 Other Overhead Construction Costs $19 058 239 102 097
6 SUBTOTAL 19 058 239 2 445 960
7 Nuclear Fuel Materials and Assemblies
8 In Stock (120.2)
9 In Reactor (120.3)
10 SUBTOTAL
11 Spent Nuclear Fuel (120.4) 1,542 774
12 Nuclear Fuel Under Capital Leases (120.6) 34 323 439 21 878 298
13 Less Accum. Prov. for Amortization of
Nuclear Fuel Assemblies (120.5) 68 568
14 TOTAL Nuclear Fuel Stock $53 381 678 $25 798 464
15 Estimated Net Salvage Value of Nuclear
Materials N/A
16 Estimated Net Salvage Value of Nuclear
Materials N/A
17 Estimated Net Salvage Value of Nuclear
Materials in Chemical Processing N/A
18 Nuclear Materials Held for Sale (157)
19 Uranium
20 Plutonium
21 Other
22 TOTAL Nuclear Materials Held
for Sale N/A
-13-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued):
Changes During Year
Other Reductions Balance
Amortization (Explain in a End of Year
Footnote) Line
(d) (e) (f) No.
1
2
$ 2 343 863 3
4
$19 149 533 (A)(B) 10 803 5
19 149 533 2 354 666 6
7
8
9
10
1 542 774 11
$11 410 355 2 419 165 (C) 42 372 217 12
13
68 568
$11 410 355 $21 568 698 $46 201 089 14
15
16
17
18
19
20
21
22
-14-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued):
(A) Nuclear Fuel sold to Prulease $ 99 533
(B) Transfer Balance for DOE Decon & Decom Fund Liability to
Other Reg Asset Account 19 050 000
(C) Retirement of 28 nuclear fuel assemblies 2 419 165
(D) Amount of Nuclear Fuel Leased:
(1) 50% interest in 427,750 lbs. of U(3)0(8) 7 769 712
(2) Fuel in Reactor:
$
MBTU Met-Ed's
100% Share of 50%
1/1/93 Balance 111 373 373 19 862 521
Amortization Jan-Sept. 49 562 217 8 780 340
End of Cycle 9 Balance 61 811 156 11 082 181
Reload #9 143 369 930 26 150 339
Beginning Balance Cycle 10 205 181 086 37 232 520
Amortization Oct-Dec 14 653 323 2 630 015
12/31/93 Balance 190 527 763 34 602 505
Ending on Hand $42 372 217
Costs incurred to lease the above listed fuel in 1993:
Amortization of Fuel in Reactor $11 410 355
Rent on Unamortized Fuel in Reactor 824 691
$12 235 046
-15-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization $ 123 507
3 (302) Franchises and Consents 150 604
4 (303) Miscellaneous Intangible Plant 3 750
5 TOTAL Intangible Plant 277 861
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights 1 635 312 $ 75
9 (311) Structures and Improvements 61 240 499 1 335 168
10 (312) Boiler Plant Equipment 169 320 858 24 112 708
11 (313) Engines & Engine Driven Generators
12 (314) Turbogenerator Units 59 442 608 1 262 310
13 (315) Accessory Electric Equipment 14 419 072 936 166
14 (316) Misc. Power Plant Equipment 7 324 406 477 575
15 TOTAL Steam Production Plant 313 382 755 28 124 002
16 B. Nuclear Production Plant
17 (320) Land and Land Rights 10 070 459 (1 615)
18 (321) Structures and Improvements 85 243 248 4 326 821
19 (322) Reactor Plant Equipment 148 782 382 6 693 220
20 (323) Turbogenerator Units 39 309 189 456 433
21 (324) Accessory Electric Equipment 62 909 737 2 184 591
22 (325) Misc. Power Plant Equipment 41 560 884 5 619 631
23 TOTAL Nuclear Production Plant 387 875 899 19 279 081
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights
26 (331) Structures and Improvements
27 (332) Reservoirs, Dams, and Waterways
28 (333) Water Wheels, Turbines, & Generators
29 (334) Accessory Electric Equipment
30 (335) Misc. Power Plant Equipment
31 (336) Roads, Railroads, and Bridges
32 TOTAL Hydraulic Production Plant
33 D. Other Production Plant
34 (340) Land and Land Rights
35 (341) Structures and Improvements
36 (342) Fuel Holders, Products & Accessories 3 183 342 51 941
37 (343) Prime Movers 28 250 905 8 765 353
38 (344) Generators 7 900 826 465 358
39 (345) Accessory Electric Equipment 8 680 443 3 256 798
40 (346) Misc. Power Plant Equipment 348 850 4 254
41 TOTAL Other Production Plant 48 364 366 12 543 704
42 TOTAL Production Plant $749 623 020 $59 946 787
-16-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
$ 123 507 (301) 2
150 604 (302) 3
3 750 (303) 4
277 861 5
6
7
1 635 387 (310) 8
$ 29 448 62 546 219 (311) 9
1 475 546 191 958 020 (312) 10
(313) 11
334 240 60 370 678 (314) 12
15 355 238 (315) 13
247 070 $ 5 981 7 560 892 (316) 14
2 086 304 5 981 339 426 434 15
16
10 068 844 (320) 17
267 024 89 303 045 (321) 18
891 863 154 583 739 (322) 19
75 120 39 690 502 (323) 20
59 056 65 035 272 (324) 21
115 890 47 064 625 (325) 22
1 408 953 405 746 027 23
24
(330) 25
(331) 26
(332) 27
(333) 28
(334) 29
(335) 30
(336) 31
32
33
(340) 34
(341) 35
4 049 45 216 3 276 450 (342) 36
37 016 258 (343) 37
8 366 184 (344) 38
11 937 241 (345) 39
359 (45 216) 307 529 (346) 40
4 408 60 903 662 41
$3 499 665 $ 5 981 $806 076 123 42
-17-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued):
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights $ 27 230 517 $ 1 534 484
45 (352) Structures and Improvements 1 836 137 3 617
46 (353) Station Equipment 105 116 457 1 900 069
47 (354) Towers and Fixtures 36 924 035 840
48 (355) Poles and Fixtures 23 520 568 3 082 786
49 (356) Overhead Conductors & Devices 44 555 654 1 738 968
50 (357) Underground Conduit
51 (358) Underground Conductors & Devices
52 (359) Roads and Trails 712 601
53 TOTAL Transmission Plant 239 895 969 8 260 764
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 22 861 229 2 541 439
56 (361) Structures and Improvements 985 843 8 625
57 (362) Station Equipment 75 602 723 9 014 340
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 165 948 884 10 525 955
60 (365) Overhead Conductors and Devices 128 286 252 8 340 051
61 (366) Underground Conduit 21 291 700 840 147
62 (367) Underground Conductors and Devices 54 637 216 4 451 842
63 (368) Line Transformers 147 848 756 9 346 026
64 (369) Services 71 489 335 6 689 728
65 (370) Meters 52 516 213 2 168 521
66 (371) Installations on Customer Premises 1 484 672 436 014
67 (372) Leased Property on Customer Premise
68 (373) Street Lighting and Signal Systems 5 475 550 465 732
69 TOTAL Distribution Plant 748 428 373 54 828 420
70 5. GENERAL PLANT
71 (389) Land and Land Rights 928 724
72 (390) Structures and Improvements 61 485 678 6 007 630
73 (391) Office Furniture and Equipment 15 708 181 1 728 204
74 (392) Transportation Equipment 583 384 190 967
75 (393) Stores Equipment 1 114 551 66 939
76 (394) Tools, Shop and Garage Equipment 6 782 064 339 801
77 (395) Laboratory Equipment 3 393 049 73 405
78 (396) Power Operated Equipment 472 963 102 233
79 (397) Communication Equipment 37 367 021 2 097 554
80 (398) Miscellaneous Equipment 2 602 951 110 404
81 SUBTOTAL 30 438 566 10 717 137
82 (399) Other Tangible Property
83 TOTAL General Plant 130 438 566 10 717 137
84 TOTAL (Accounts 101 & 106) 1 868 663 789 133 753 108
85 (102) Electric Plant Purchased
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service $1 868 663 789 $133 753 108
-18-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
43
$ 46 $ (476 627) $ 28 288 328 (350) 44
673 (247,488) 1 591 593 (352) 45
1 063 588 (16 349 200) 89 603 738 (353) 46
8 841 (98 696) 36 817 338 (354) 47
62 802 (334 016) 26 206 536 (355) 48
276 235 (297 177) 45 721 210 (356) 49
(357) 50
(358) 51
712 601 (359) 52
1 412 185 (17 803 204) 228 941 344 53
54
73 865 476 627 25 805 430 (360) 55
1 088 249 295 1 242 675 (361) 56
291 576 16 327 468 100 652 955 (362) 57
(363) 58
1 236 037 433 674 175 672 476 (364) 59
1 047 529 296 557 135 875 331 (365) 60
75 520 22 056 327 (366) 61
203 236 (1 892) 58 883 930 (367) 62
1 805 465 23 192 155 412 509 (368) 63
287 077 543 77 892 529 (369) 64
739 900 (401) 53 944 433 (370) 65
48 211 1 872 475 (371) 66
(372) 67
164 980 (80) 5 776 222 (373) 68
5 974 484 17 804 983 815 087 292 69
70
928 724 (389) 71
181 260 (15) 67 312 033 (390) 72
144 747 (12 458) 17 279 180 (391) 73
15 625 758 726 (392) 74
14 826 1 166 664 (393) 75
43 294 (3 046) 7 075 525 (394) 76
74 841 3 391 613 (395) 77
10 738 564 458 (396) 78
12 361 39 452 214 (397) 79
186 847 7 759 2 534 267 (398) 80
684 539 (7 760) 140 463 404 81
(399) 82
684 539 (7 760) 140 463 404 83
11 570 873 1 990 846 024 84
(102) 85
86
(103) 87
$11 570 873 $ $1 990 846 024 88
-19-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Line Item Total Electric
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service:
3 Plant in Service (Classified) $13 792 914 $13 792 914
4 Property Under Capital Leases
5 Plant Purchased or Sold
6 Completed Const. not Classified
7 Experimental Plant Unclassified
8 TOTAL 13 792 914 13 792 914
9 Leased to Others
10 Held for Future Use
11 Construction Work in Progress 1 981 371 1 981 371
12 Acquisition Adjustments
13 TOTAL Utility Plant 15 774 285 15 774 285
14 Accum. Prov. for Depr., Amort. & Depl. 4 330 381 4 330 381
15 Net Utility Plant $11 443 904 $11 443 904
DETAIL OF ACCUMULATED PROVISIONS FOR
16 DEPRECIATION, AMORTIZATION & DEPLETION
17 In Service:
18 Depreciation $ 4 330 381 $ 4 330 381
19 Amort. & Depl. of Producing Natural
Gas Land and Land Rights
20 Amort. of Underground Storage Land
and Land Rights
21 Amort. of Other Utility Plant
22 TOTAL in Service 4 330 381 4 330 381
23 Leased to Others:
24 Depreciation
25 Amortization and Depletion - -
26 TOTAL Leased to Others - -
27 Held for Future Use:
28 Depreciation
29 Amortization - -
30 TOTAL Held for Future Use - -
31 Abandonment of Leases (Natural Gas)
32 Amort. of Plant Acquisition Adj.
33 TOTAL Accumulated Provisions $ 4 330 381 $ 4 330 381
-20-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued):
Gas Other (Specify) Other (Specify) Other (Specify) Common
Line
(d) (e) (f) (g) (h) No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
-21-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization
3 (302) Franchises and Consents
4 (303) Miscellaneous Intangible Plant
5 TOTAL Intangible Plant
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights
9 (311) Structures and Improvements
10 (312) Boiler Plant Equipment
11 (313) Engines & Engine Driven Generators
12 (314) Turbogenerator Units
13 (315) Accessory Electric Equipment
14 (316) Misc. Power Plant Equipment
15 TOTAL Steam Production Plant
16 B. Nuclear Production Plant
17 (320) Land and Land Rights
18 (321) Structures and Improvements
19 (322) Reactor Plant Equipment
20 (323) Turbogenerator Units
21 (324) Accessory Electric Equipment
22 (325) Misc. Power Plant Equipment
23 TOTAL Nuclear Production Plant
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights $ 914 751
26 (331) Structures and Improvements 5 006 854 $ 707 890
27 (332) Reservoirs, Dams and Waterways 2 044 381
28 (333) Water Wheels, Turbines, &
Generators 1 225 485 333 336
29 (334) Accessory Electric Equipment 1 119 153 705 808
30 (335) Misc. Power Plant Equipment 821 664 27 755
31 (336) Roads, Railroads and Bridges
32 TOTAL Hydraulic Production Plant 11 132 288 1 774 789
33 D. Other Production
34 (340) Land and Land Rights
35 (341) Structures and Improvements
36 (342) Fuel Holders, Products & Accessories
37 (343) Prime Movers
38 (344) Generators
39 (345) Accessory Electric Equipment
40 (346) Misc. Power Plant Equipment
41 TOTAL Other Production Plant
42 TOTAL Production Plant $11 132 288 $1 774 789
-22-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
(301) 2
(302) 3
(303) 4
5
6
7
(310) 8
(311) 9
(312) 10
(313) 11
(314) 12
(315) 13
(316) 14
15
16
(320) 17
(321) 18
(322) 19
(323) 20
(324) 21
(325) 22
23
24
$ 914 751 (330) 25
$483 393 5 231 351 (331) 26
2 044 381 (332) 27
(333) 28
25 702 1 533 119
1 824 961 (334) 29
3 688 845 731 (335) 30
(336) 31
512 783 12 394 294 32
33
(340) 34
(341) 35
(342) 36
(343) 37
(344) 38
(345) 39
(346) 40
41
$512 783 $12 394 294 42
-23-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106) (Continued):
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights
45 (352) Structures and Improvements $ 57 754
46 (353) Station Equipment 1 338 373 $ 2 493
47 (354) Towers and Fixtures
48 (355) Poles and Fixtures
49 (356) Overhead Conductors & Devices
50 (357) Underground Conduit
51 (358) Underground Conductors & Devices
52 (359) Roads and Trails
53 TOTAL Transmission Plant 1 396 127 2 493
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights
56 (361) Structures and Improvements
57 (362) Station Equipment
58 (363) Storage Battery Equipment
59 (364) Poles, Towers and Fixtures
60 (365) Overhead Conductors and Devices
61 (366) Underground Conduit
62 (367) Underground Conductors and Devices
63 (368) Line Transformers
64 (369) Services
65 (370) Meters
66 (371) Installation on Customer Premises
67 (372) Leased Property on Customer Premises
68 (373) Street Lighting and Signal Systems
69 TOTAL Distribution Plant
70 5. GENERAL PLANT
71 (389) Land and Land Rights
72 (390) Structures and Improvements
73 (391) Office Furniture and Equipment
74 (392) Transportation Equipment
75 (393) Stores Equipment
76 (394) Tools, Shop and Garage Equipment
77 (395) Laboratory Equipment
78 (396) Power Operated Equipment
79 (397) Communication Equipment
80 (398) Miscellaneous Equipment
81 SUBTOTAL
82 (399) Other Tangible Property
83 TOTAL General Plant
84 TOTAL (Accounts 101 & 106) 12 528 415 1 777 282
85 (102) Electric Plant Purchased
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service $12 528 415 $1 777 282
-24-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103 and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
43
(350) 44
$ 57 754 (352) 45
1 340 866 (353) 46
(354) 47
(355) 48
(356) 49
(357) 50
(358) 51
(359) 52
1 398 620 53
54
(360) 55
(361) 56
(362) 57
(363) 58
(364) 59
(365) 60
(366) 61
(367) 62
(368) 63
(369) 64
(370) 65
(371) 66
(372) 67
(373) 68
69
70
(389) 71
(390) 72
(391) 73
(392) 74
(393) 75
(394) 76
(395) 77
(396) 78
(397) 79
(398) 80
81
(399) 82
83
512 783 13 792 914 84
(102) 85
86
(103) 87
$512 783 $13 792 914 88
-25-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Item Total Electric
Line
No. (a) (b) (c)
1 UTILITY PLANT
2 In Service:
3 Plant in Service (Classified) $ 2 428 509 742 $ 2 428 509 742
4 Property Under Capital Leases 9 908 588 9 908 588
5 Plant Purchased or Sold
6 Completed Const. not Classified
7 Experimental Plant Unclassified
8 TOTAL 2 438 418 330 2 438 418 330
9 Leased to Others
10 Held for Future Use 2 623 707 2 623 707
11 Construction Work in Progress 81 420 175 81 420 175
12 Acquisition Adjustments
13 TOTAL Utility Plant 2 522 462 212 2 522 462 212
14 Accum. Prov. for Depr. Amort. & Depl. 887 078 755 887 078 755
15 Net Utility Plant 1 635 383 457 1 635 383 457
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION & DEPLETION
17 In Service:
18 Depreciation 886 470 683 886 470 683
19 Amort. & Depl. of Producing Natural
Gas Land and Land Rights
20 Amort. of Underground Storage Land
and Land Rights
21 Amort. of Other Utility Plant
22 TOTAL in Service 886 470 683 886 470 683
23 Leased to Others:
24 Depreciation
25 Amortization and Depletion
26 TOTAL Leased to Others
27 Held for Future Use
28 Depreciation 608 072 608 072
29 Amortization
30 TOTAL Held for Future Use 608 072 608 072
31 Abandonment of Leases
32 Amort. of Plant Acquisition Adj.
33 TOTAL Accumulated Provisions $ 887 078 755 $ 887 078 755
-26-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS
FOR DEPRECIATION, AMORTIZATION AND DEPLETION (Continued):
Gas Other (Specify) Other (Specify) Other (Specify) Common
Steam Heat Line
(d) (e) (f) (g) (h) No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
-27-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157)
Changes During
Year
Balance
Line Description of Item Beginning of Year Additions
No. (a) (b) (c)
1 Nuclear Fuel in Process of Refinement
Conversion Enrichment & Fabrication (120.1)
2 Fabrication
3 Nuclear Materials $ (13 867) $ 11 631 955
4 Allowance for Funds Used During
Construction
5 Other Overhead Construction Costs 17 986(A) 36 478
6 SUBTOTAL 4 119 11 668 433
7 Nuclear Fuel Materials and Assemblies
8 In Stock (120.2)
9 In Reactor (120.3)
10 SUBTOTAL
11 Spent Nuclear Fuel (120.4) 768 263
12 Nuclear Fuel Under Capital Leases (120.6) 17 115 982 10 938 563
13 Less Accum. Prov. for Amortization of
Nuclear Fuel Assemblies (120.5)
14 TOTAL Nuclear Fuel Stock $ 17 120 101 $ 23 375 259
15 Estimated Net Salvage Value of Nuclear
Materials in line 9 None
16 Estimated Net Salvage Value of Nuclear
Materials in line 11 N/A
17 Estimated Net Salvage Value of Nuclear
Materials in Chemical Processing None
18 Nuclear Materials Held for Sale (157)
19 Uranium
20 Plutonium
21 Other
22 TOTAL Nuclear Materials Held
for Sale None
Footnotes:
A)Reflects a reclassification of $9,525,000 of nuclear fuel costs associatedwith
decontamination of the government's enrichment plants to Deferred Debits and
Other Assets-Other to conform with current presentation.
B)To record the sale of Nuclear Fuel in Process to TMI-1 Fuel Corp.
C)To record the reduction of the lease obligation for the amortization of fuel
burned.
D)To record the Amortization of Spent Nuclear Fuel.
-28-
<PAGE>
<TABLE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued):
Changes During Year
Other Reductions Balance
Amortization (Explain in a End of Year
Footnote) Line
(d) (e) (f) No.
<CAPTION> 1
<S> <C> <C> 2
$(10 495 219)(B) $ 1 122 869 3
4
54 464 5
(10 495 219) 1 177 333 6
7
8
9
10
768 263 11
(6 884 738)(C) 21 169 807 (E) 12
13
(34 145)(D) (34 145)
$(17 414 102) $ 23 081 258 14
None 15
N/A 16
None 17
18
19
20
21
None 22
<FN>
Footnotes:
(E) Amount of Nuclear Fuel leased:
(1) 25% interest in fuel in 427,750 lbs. of U308 $ 1 772 987
(2) 25% interest in fuel in stock (16 nuclear fuel assemblies) 2 108 161
(2) 25% interest in Fuel in the Reactor:
MBTU's 100% Penelec Share of $
(in reactor)
Beginning Balance 111 373 373 $ 9 907 774
1993 Amortization (25% interest in 61 659 763 5 688 757
1,002.8 kilograms of uranium used)
Reload 140 814 153 13 069 642
Ending Balance 190 527 763 17 288 659
Total $21 169 807
Costs incurred under leasing agreements:
Amortization of fuel in reactor $ 5 688 757
Retirement of 28 nuclear fuel assemblies 1 195 981
Rent on unamortized fuel in reactor 411 637
Total $ 7 296 375
</TABLE>
-29-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106)
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
1 1. INTANGIBLE PLANT
2 (301) Organization $ 34 665
3 (302) Franchises and Consents 306 717
4 (303) Miscellaneous Intangible Plant 1 875
5 TOTAL Intangible Plant 343 257
6 2. PRODUCTION PLANT
7 A. Steam Production Plant
8 (310) Land and Land Rights 1 920 240
9 (311) Structures and Improvements 125 127 408 $ 8 004 092
10 (312) Boiler Plant Equipment 402 014 992 29 208 221
11 (313) Engines & Engine Driven Generators
12 (314) Turbogenerator Units 120 500 047 3 021 378
13 (315) Accessory Electric Equipment 51 194 165 91 767
14 (316) Misc. Power Plant Equipment 11 598 761 791 048
15 TOTAL Steam Production Plant 712 355 613 41 116 506
16 B. Nuclear Production Plant
17 (320) Land and Land Rights 5 028 890 (698)
18 (321) Structures and Improvements 42 693 900 2 148 144
19 (322) Reactor Plant Equipment 74 776 324 3 183 951
20 (323) Turbogenerator Units 19 746 998 227 600
21 (324) Accessory Electric Equipment 31 400 199 1 228 839
22 (325) Misc. Power Plant Equipment 20 800 880 2 807 216
23 TOTAL Nuclear Production Plant 194 447 191 9 595 052
24 C. Hydraulic Production Plant
25 (330) Land and Land Rights 2 755 906 (14)
26 (331) Structures and Improvements 4 017 488
27 (332) Reservoirs, Dams, and Waterways 16 745 221 56 442
28 (333) Water Wheels, Turbines, & Generators 6 828 279 98 083
29 (334) Accessory Electric Equipment 3 219 982 894 712
30 (335) Misc. Power Plant Equipment 1 086 438 9 883
31 (336) Roads, Railroads, and Bridges 135 646
32 TOTAL Hydraulic Production Plant 34 788 960 1 059 106
33 D. Other Production Plant
34 (340) Land and Land Rights 43 611
35 (341) Structures and Improvements 483 812
36 (342) Fuel Holders, Products & Accessories 585 663
37 (343) Prime Movers 11 304 849 392 819
38 (344) Generators 2 996 194 155
39 (345) Accessory Electric Equipment 1 665 698
40 (346) Misc. Power Plant Equipment 195 881
41 TOTAL Other Production Plant 17 275 708 392 974
42 TOTAL Production Plant $958 867 472 $52 163 638
-30-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
1
$ 34 665 2
306 717 3
1 875 4
343 257 5
6
7
$(29 058) 1 891 182 8
$ 8 187 133 123 313 9
4 593 852 (16 078) 426 613 283 10
11
1 068 930 7 117 122 459 612 12
8 961 51 294 893 13
14 412 12 375 397 14
5 685 381 (29 058) 747 757 680 15
16
5 028 192 17
127 795 44 714 249 18
437 843 77 522 432 19
37 763 19 936 835 20
29 298 32 599 740 21
64 781 23 543 315 22
697 480 203 344 763 23
24
2 755 892 25
4 017 488 26
16 801 663 27
6 926 362 28
4 114 694 29
177 1 096 144 30
135 646 31
177 35 847 889 32
33
43 611 34
483 812 35
585 663 36
11 697 668 37
2 996 349 38
1 665 698 39
195 881 40
17 668 682 41
$6 383 038 $(29 058) $1,004 619 014 42
-31-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued):
Balance at
Line Account Beginning of Year Additions
No. (a) (b) (c)
43 3. TRANSMISSION PLANT
44 (350) Land and Land Rights $ 11 700 609 $ 24 867
45 (352) Structures and Improvements 4 535 953 73 188
46 (353) Station Equipment 79 280 243 803 826
47 (354) Towers and Fixtures 25 033 501 9 486
48 (355) Poles and Fixtures 39 342 443 1 818 744
49 (356) Overhead Conductors & Devices 84 592 342 1 876 722
50 (357) Underground Conduit 4 272
51 (358) Underground Conductors & Devices
52 (359) Roads and Trails 7 112
53 TOTAL Transmission Plant 244 496 475 4 606 833
54 4. DISTRIBUTION PLANT
55 (360) Land and Land Rights 14 727 943 974 685
56 (361) Structures and Improvements 10 085 300 771 191
57 (362) Station Equipment 117 026 289 4 085 232
58 (363) Storage Battery Equipment
59 (364) Poles, Towers, and Fixtures 177 827 361 15 605 583
60 (365) Overhead Conductors and Devices 242 869 356 16 484 047
61 (366) Underground Conduit 16 852 754 1 090 369
62 (367) Underground Conductors and Devices 53 918 314 5 613 146
63 (368) Line Transformers 151 222 414 9 087 236
64 (369) Services 58 678 967 3 494 722
65 (370) Meters 58 262 862 2 753 007
66 (371) Installations on Customers Premise 20 778 190 1 290 687
67 (372) Leased Property on Customer Premises 198 566 6 061
68 (373) Street Lighting and Signal Systems 15 985 917 1 475 056
69 TOTAL Distribution Plant 938 434 233 62 731 022
70 5. GENERAL PLANT
71 (389) Land and Land Rights 2 290 192 (1)
72 (390) Structures and Improvements 68 282 197 2 606 324
73 (391) Office Furniture and Equipment 12 451 883 1 874 539
74 (392) Transportation Equipment 2 744 989 139 020
75 (393) Stores Equipment 1 256 637 42 666
76 (394) Tools, Ship and Garage Equipment 8 424 142 708 768
77 (395) Laboratory Equipment 6 508 413 1 623 665
78 (396) Power Operated Equipment 3 804 624 154 969
79 (397) Communication Equipment 57 574 561 6 321 452
80 (398) Miscellaneous Equipment 3 296 623 1 616 072
81 SUBTOTAL 166 634 261 15 087 474
82 (399) Other Tangible Property
83 TOTAL General Plant 166 634 261 15 087 474
84 TOTAL (Accounts 101 & 106) 2 308 775 698 134 588 967
85 (102) Electric Plant Purchased
86 (Less) (102) Electric Plant Sold
87 (103) Experimental Plant Unclassified
88 TOTAL Electric Plant in Service $2 308 775 698 $134 588 967
-32-
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued):
Balance at
Retirements Adjustments Transfers End of Year Line
(d) (e) (f) (g) No.
43
$ (6 132) $ 11 719 344 44
$ 1 761 4 607 380 45
173 152 (65 215) 79 845 702 46
25 042 987 47
33 857 10 509 41 137 839 48
10 434 86 458 630 49
4 272 50
51
7 112 52
219 204 (60 838) 248 823 266 53
54
270 15 702 358 55
17 643 10 838 848 56
556 212 107 086 120 662 395 57
58
717 314 103 814 192 819 444 59
1 029 970 123 219 258 446 652 60
60 802 2 023 17 884 344 61
88 833 671 59 443 298 62
1 821 480 (44 469) 158 443 701 63
270 838 (1 415) 61 901 436 64
1 561 490 3 915 59 458 294 65
435 813 153 21 633 217 66
(5 763) 198 864 67
176 161 3 322 17 288 134 68
6 736 826 292 556 994 720 985 69
70
16 347 (7 500) 2 266 344 71
357 604 (35 224) 70 495 693 72
429 812 13 896 610 73
14 437 (7 650) 2 861 922 74
54 020 1 245 283 75
259 872 42 786 8 915 824 76
109 970 8 022 108 77
245 750 3 713 843 78
71 216 159 63 824 956 79
151 007 (1 051) 4 760 637 80
1 710 035 (8 480) 180 003 220 81
82
1 710 035 (8 480) 180 003 220 83
15 049 103 194 180 2 428 509 742 84
85
86
87
$15 049 103 $194 180 $2 428 509 742 88
-33-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION
OF ELECTRIC UTILITY PLANT (Account 108)
Section A. Balances and Changes During Year
Electric Electric
Electric Plant Held Plant
Total Plant in for Leased to
Item (c+d+e) Service Future Use Others
(a) (b) (c) (d) (e)
Balance Beginning of Year $1 259 843 653 $1 259 843 653
Depreciation Provisions,
for Year, Charged to:
(403) Depreciation Exp. (A) 152 216 767 152 216 767
(413) Expense of Electric
Plant Leased to Others
Transportation Expenses
- Clearing 302 553 302 553
Other Clearing Accounts 397 019 397 019
Other Accounts (Specify):
Stores Expense
Undistributed, Acct. 163 93 403 93 403
TOTAL Depreciation
Provision for Year 153 009 742 153 009 742
Net Charges for Plant Retired:
Book Cost of Plant Retired(B) 26 262 461 26 262 461
Cost of Removal 13 044 808 13 044 808
Salvage (Credit) (46 825) (46 825)
TOTAL Net Charges for Plant
Retired 39 260 444 39 260 444
Other Debit or Credit Items
(Describe): (C) 3 873 881 3 873 881
Balance End of Year $1 377 466 832 $1 377 466 832
Section B. Balances at End of Year According to Functional
Classifications
Steam Production $ 114 865 257 $ 114 865 257
Nuclear Production (D) 380 837 799 380 837 799
Hydraulic Production
- Conventional
Hydraulic Production
- Pumped Storage 5 892 929 5 892 929
Other Production 145 514 804 145 514 804
Transmission 170 636 483 170 636 483
Distribution 507 919 530 507 919 530
General 51 800 030 51 800 030
TOTAL $1 377 466 832 $1 377 466 832
-34-
<PAGE>
JERSEY CENTRAL POWER Exhibit F-3
& LIGHT COMPANY Dec. 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF
ELECTRIC UTILITY PLANT (Account 108) (Continued):
NOTES:
(A) Components of Depreciation Expense:
Depreciation Expense computed
from Electric Plant in Service balances,
excluding Transportation, Stores, Tools,
Shop and Garage Equipment, and Power
Operated Equipment $135 713 120
Nuclear Plant Decommissioning 16 503 647
Depreciation Expense, page 34 152 216 767
Decommissioning Trust Fund-JCP&L Prefunding 3 224 129
Depreciation Expense (Account 403) $155 440 896
(B) Components of Book Cost of Plant Retired, per pages 34 and 10
Depreciable Plant $ 26 262 461
Nondepreciable Plant 8 178
Total Plant $ 26 270 639
(C) Includes acquired property of $9,438, accrued interest on
decommissioning of $3,864,443.
(D) Includes nuclear decommissioning - radiological costs of $69,529,479,
nuclear decommissioning - nonradiological costs of $8,641,543, and
interest on special funds - decommissioning of $21,341,667.
-35-
<PAGE>
<TABLE>
METROPOLITAN EDISON COMPANY Exhibit F-3
Dec. 31, 1993
ACCULULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
Section A. Balances and Changes During Year
<CAPTION> Elec. Plant Elec. Plant
Total Elec. Plant Held for Leased to
Item (c+d+e) in Service Future Use Others
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Balance Beginning of Year $586 075 655 $586 075 655 -- --
Depreciation Provisions for
Year, Charged to:
(403) Depreciation Expense 55 829 806 55 829 806
(413) Exp. of Elec. Plt.
Leas. to Others
Transportation Expenses-Clearing 18 771 18 771
Other Clearing Accounts
Decommissioning Costs 8 117 649 8 117 649
Reversal of FERC Accruals (36 851) (36 851)
TOTAL Deprec. Prov. for Yr. 63 929 375 63 929 375
Net Charges for Plant Retired:
Book Cost of Plant Retired 11 458 191 11 458 191
Cost of Removal (103 120) (103 120)
Salvage (Credit) (252 260) (252 260)
TOTAL Net Chgs. for Plt. Ret. 11 102 811 11 102 811
Other Transfers 2 160 2 160
Balance End of Year $638 900 059 $638 900 059
Section B. Balances at End of Year According to Functional Classifications
Steam Production $156 900 484 $156 900 484
Nuclear Production (A) 138 412 289 138 412 289
Hydraulic Production-Conventional (23 192) (23 192)
Hydraulic Production-Pumped Storage
Other Production 26 240 869 26 240 869
Transmission 76 665 225 76 665 225
Distribution 214 809 201 214 809 201
General 25 895 183 25 895 183
TOTAL $638 900 059 $638 900 059
<FN>
(A) Includes nuclear decommissioning costs of $13,082,663.
</TABLE>
-36-
<PAGE>
Exhibit F-3
METROPOLITAN EDISON COMPANY Dec. 31, 1993
ACCUMULATED PROVISIONS FOR DEPRECIATION OF ELECTRIC PLANT
(Account 108)
Reconciliation between Book Cost of Plant Retired
as shown on Page 36, Column (c), and that reported
for Electric Plant in Service, Pages 16-19, Column
(d), excluding retirements of non-depreciable
property.
Book Cost of Plant Retired-Electric (Page 36, Column (c)) $11 458 191
Retirements of non-depreciable property 112 682
Total Electric Plant Retirements (Page 19, Column (d)) $11 570 873
-37-
<PAGE>
<TABLE>
YORK HAVEN POWER COMPANY Exhibit F-3
Dec. 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT
(Account 108)
Section A. Balances and Changes During Year
<CAPTION> Elec. Plant Elec. Plant
Total Elec. Plant Held for Leased to
Item (c+d+e) in Service Future Use Others
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Balance Beginning of Year $4 488 901 $4 488 901 -- --
Depreciation Provisions for
Year, Charged to:
(403) Depreciation Expense 354 263 354 263
(413) Exp. of Elec. Plt. Leas.
to Others
Transportation Expenses-Clearing
Other Accounts (Specify):
TOTAL Deprec. Prov. For Yr. 354 263 354 263
Net Charges for Plant Retired:
Book Cost of Plant Retired 512 783 512 783
Cost of Removal
Salvage (Credit)
TOTAL Net Chrgs. for Plt. Ret. 512 783 512 783
Other Debit or Cr. Items (Describe):
Balance End of Year $4 330 381 $4 330 381
Section B. Balances at End of Year According to Function Classifications
Steam Production
Nuclear Production
Decommissioning
Hydraulic Production-Conventional $3 956 444 $3 956 444
Other Production
Transmission 373 937 373 937
Distribution
General
TOTAL $4 330 381 $4 330 381
</TABLE>
-38-
<PAGE>
Exhibit F-3
YORK HAVEN POWER COMPANY Dec. 31, 1993
ACCUMULATED PROVISIONS FOR DEPRECIATION OF ELECTRIC PLANT
(Account 108)
Reconciliation between Book Cost of Plant Retired
as shown on Page 38, Column (c), and that reported
for Electric Plant in Service, Pages 22-25,
Column (d), excluding retirements of non-depreciable
property.
Book Cost of Plant Retired-Electric (Page 38, Column (c)) $512 783
Total Electric Plant Retirements (Pages 22-25, Column (d)) $512 783
-39-
<PAGE>
<TABLE>
PENNSYLVANIA ELECTRIC COMPANY Exhibit F-3
Dec. 31, 1993
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
Section A. Balances and Changes During Year
<CAPTION>
Total Elec. Plant Electric Plant Held Electric Plant
Item (c+d+e) in Service for Future Use Leased to Others
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Balance Beginning of Year $836 339 130 $835 930 584 $ 408 546 --
Depreciation Provisions for Year, Charged to:
(403) Depreciation Expense 63 815 922 63 815 922
(413) Exp. of Elec. Plt. Leas. to Others
Transportation Expenses - Clearing 147 979 147 979
Other Clearing Accounts 360 040 360 040
Other Accounts (Specify):
Underground Equipment 16 944 16 944
TOTAL Deprec. Prov. for Year 64 340 885 64 340 885
Net Charges for Plant Retired:
Book Cost of Plant Retired 14 961 971 14 961 971
Cost of Removal
Salvage (Credit) 437 417 437 417
TOTAL Net Chrgs. for Plant Ret. 14 524 554 14 524 554
Other Debit or Cr. Items (Describe)*: 923 294 723 768 199 526
Balance End of Year $887 078 755 $886 470 683 $ 608 072
Section B. Balances at End of Year According to Functional Classifications
Steam Production $356 472 440 $356 472 440
Nuclear Production 68 476 750 67 868 678 $ 608 072
Hydraulic Production - Conventional 7 432 169 7 432 169
Hydraulic Production - Pumped Storage 4 125 816 4 125 816
Other Production 15 777 149 15 777 149
Transmission 116 132 571 116 132 571
Distribution 277 050 231 277 050 231
General 41 611 629 41 611 629
TOTAL $887 078 755 $886 470 683 $ 608 072
* See Page 41 -40-
</TABLE>
<PAGE>
Exhibit F-3
PENNSYLVANIA ELECTRIC COMPANY Dec. 31, 1993
ACCUMULATED PROVISIONS FOR DEPRECIATION OF ELECTRIC PLANT (Account 108)
Reconciliation between Book Cost of Plant Retired
as shown on Page 40, Column (c), and that
reported for Electric Plant in Service, Pages
26-33, Column (d), excluding retirements of
non-depreciable property.
Book Cost of Plant Retired-Electric (Page 40, Column (c)) $14 961 971
PLUS
Sale of Land -2 pcs. 16 389
Sale of Meadville Mallable Substation, Vernon Twp., Crawford Co. 69 022
Sale of Transformer 1 721
Total Electric Plant Retirements (Page 33, Column (d)) $15 049 103
Other Debit or Credit Items
Electric Plant in Service
TMI #1 Decommissioning $ 968 363
Transfer of Reserve Related to Nonutility Property (8 089)
Sale of Property (236 506)
Subtotal $ 723 768
Electric Plant Held for Future Use
Saxton Decommissioning $ 199 526
Subtotal 199 526
Total (Page 40) $ 923 294
-41-
<PAGE>
