Post-Effective
Amendment No. 3 to
SEC File No. 70-7933
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
(Name of company filing this statement and address
of principal executive office)
Don W. Myers, Vice President Douglas E. Davidson, Esq.
and Treasurer Berlack, Israels & Liberman
M. A. Nalewako, Secretary 120 West 45th Street
GPU Service Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
________________________________________________________________
(Names and addresses of agents for service)
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GPU hereby post-effectively amends its Declaration on
Form U-1, as heretofore amended, docketed in SEC File No.
70-7933, as follows:
1. By adding paragraph E to Item 1 thereof to read in
its entirety as follows:
"None of the cash capital contributions proposed
herein will be used directly or indirectly by the Subsidiaries to
acquire any interest in any 'exempt wholesale generator' ("EWG")
or 'foreign utility company' ("FUCO"), as such terms are defined
in Sections 32 and 33, respectively, of the Act."
2. By amending Item 3 thereof to read in its entirety
as follows:
"GPU believes that Section 12(b) of the Act and
Rule 45 thereunder are applicable to the proposed cash capital
contributions to the Subsidiaries.
In addition, Rule 54 under the Act states that in
determining whether to approve the issue or sale of a security by
a registered holding company for purposes other than the acquisi-
tion of an EWG or a FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or a FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) under the Act are satisfied. In this
connection GPU states, and demonstrates below, that each of the
conditions set forth in Rules 53(a)(1) through (a) (4) have been
met, and that none of the conditions described in Rules (b) (1)
through (b)(3) exist.
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1. The GPU System's average consolidated retained
earnings as reported for its four most recent quarterly periods
on GPU's Annual Report on Form 10-K for the year ended December
31, 1993 and Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1993 as filed under the
Securities Exchange Act of 1934 was approximately $1.81 billion.
At the date hereof, GPU had invested, directly or indirectly, an
aggregate of $11.4 million in a foreign EWG (see HCAR No. 35-
25987). Accordingly, GPU's investment in EWGs and FUCOs equals
approximately .6% of such average consolidated retained earnings.
2. GPU maintains books and records to identify
investments in, and earnings from, any EWG or FUCO in which it
directly or indirectly holds an interest. GPU, through its
indirect wholly-owned subsidiary Energy Initiatives, Inc. ("EI"),
owns less than 50% of the voting securities issued by the
partnership by which it holds its interest in such foreign EWG
(the "Partnership"). Accordingly, GPU through EI will proceed in
good faith, to the extent reasonable under the circumstances, to
cause
(a) the Partnership to maintain books and records in
accordance with United States generally accepted accounting
principles ("GAAP");
(b) the financial statements of the Partnership to be
prepared according to GAAP; and
(c) access by the Commission to such books and records
and financial statements (or copies thereof) in English as
the Commission may request and, in any event, will provide
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the Commission on request copies of such materials as are
made available to GPU and EI.
If and to the extent that the Partnership books,
records or financial statements are not maintained in accordance
with GAAP, GPU and EI will, upon request of the Commission,
describe and quantify each material variation therefrom as and to
the extent required by subparagraphs (2)(iii)(A) and (2)(iii)(B)
of Rule 53.
3. None of the GPU System's domestic public utility
subsidiary employees are, at the date hereof, rendering any
services, directly or indirectly, to any EWG or FUCO in which GPU
directly or indirectly holds an interest.
4. Copies of this Declaration on Form U-1 are
simultaneously being provided to the New Jersey Board of
Regulatory Commissioners, the Pennsylvania Public Utility
Commission and the New York Public Service Commission, the only
federal, state or local regulatory agencies having jurisdiction
over the retail rates of GPU's electric utility subsidiaries. In
addition, GPU will submit to each such commission copies of any
Rule 24 certificates required hereunder, as well as a copy of
Item 9 of GPU's Form U5S and Exhibits H and I thereof (commencing
with the Form U5S to be filed for 1994, the year in which EI
acquired its interest in the Partnership).
5. GPU represents that none of the provisions of
paragraph (b) of Rule 53 render paragraph (a) of that Rule
unavailable for the proposed transactions.
(a) Neither GPU nor any subsidiary of GPU is the
subject of any pending bankruptcy or similar proceeding.
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(b) GPU's average consolidated retained earnings for
the four most recent quarterly periods (approximately $1.81
billion) represented an increase of approximately $100
million in the average consolidated retained earnings for
the previous four quarterly periods (approximately $1.71
billion).
(c) GPU incurred no losses from direct or indirect
investments in EWGs and FUCOs in 1993."
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES
CORPORATION
By:_____________________________
Don W. Myers, Vice President
and Treasurer
Date: March 21, 1994
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