Post-Effective
Amendment No. 2 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 completing Item 2 thereof to read as follows:
"ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions are
as follows:
Filing fees:
Securities and Exchange Commission $ 2,000
Legal fees:
Berlack, Israels & Liberman 2,500
Ballard Spahr Andrews & Ingersoll 500
Miscellaneous 500
Total $ 5,500
2. By filing the following Exhibits in Item 6 thereof:
(a) Exhibits:
F-1 - Opinion of Berlack, Israels &
Liberman.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.
1
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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: February 15, 1994
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EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.
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(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
Exhibit F-1
February 15, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation -
Declaration on Form U-1
SEC File No. 70-7933
Gentlemen:
We have examined Post-Effective Amendment No. 1 to the
Declaration on Form U-1, dated December 16, 1993, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by
General Public Utilities Corporation ("GPU") with the Securities
and Exchange Commission and docketed in SEC File No. 70-7933, as
post-effectively amended by Post-Effective Amendment No. 2
thereto, dated this date, of which this opinion is to be a part.
(The Declaration, as amended and as thus to be amended, is
hereinafter referred to as the "Declaration").
The Declaration contemplates, among other things, the
making by GPU of cash capital contributions to its electric
operating subsidiaries, Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric Company
from time to time through December 31, 1996, in the amounts of
$100 million, $50 million and $50 million, respectively.
For many years, we have participated in various
proceedings related to the issuance and sale of securities by GPU
and we are familiar with the terms of the outstanding securities
of the corporations comprising the General Public Utilities
holding company system.
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Securities and Exchange Commission
February 15, 1994
Page 2
We have examined copies, signed, certified or otherwise
proven to our satisfaction, of the Articles of Incorporation and
By-Laws of GPU. We have also examined such other instruments,
agreements and documents and made such further investigation as
we have deemed necessary as a basis for this opinion.
With respect to all matters of Pennsylvania law, we
have relied upon the opinion of Ballard Spahr Andrews & Ingersoll
which is being filed as Exhibit F-2 to the Declaration.
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Declaration, we are of the opinion that when the Commission
shall have entered an order forthwith granting the Declaration,
(a) all State laws applicable to the proposed
transactions will have been complied with; and
(b) the consummation of the proposed transactions
will not violate the legal rights of the holders of any
securities issued by GPU or any "associate company"
thereof, as defined in the Act.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN
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(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit F-2
February 15, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Public Utilities Corporation
Declaration on Form U-1
SEC File No. 70-7933
Gentlemen:
We have examined Post-Effective Amendment No. 1 to the
Declaration on Form U-1, dated December 16, 1993, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by
General Public Utilities Corporation ("GPU") with the Securities
and Exchange Commission (the "Commission"), and docketed by the
Commission in SEC File No. 70-7933, as post-effectively amended
by Post-Effective Amendment No. 2 thereto, dated this date, of
which this opinion is to be a part. (The Declaration, as thus to
be amended, is hereinafter referred to as the "Declaration").
The Declaration contemplates, among other things, the
making of cash capital contributions by GPU to its three electric
operating subsidiaries, Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric Company,
from time to time through December 31, 1996, in the amounts of
$100,000,000, $50,000,000 and $50,000,000, respectively.
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, for many years. In such capacity, we
have participated in or reviewed various proceedings relating to
GPU and we are familiar with the terms of GPU's outstanding
securities. We have also examined, among other things, copies,
signed, certified or otherwise proven to our satisfaction, of the
Articles of Incorporation and By-laws of GPU. In addition, we
have examined such other instruments, agreements and documents
and made such further investigation as we have deemed necessary
as a basis for this opinion.
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Securities and Exchange Commission
February 15, 1994
Page 2
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Declaration, we are of the opinion, insofar as Pennsylvania
law is concerned, that when the Commission shall have entered an
order forthwith granting the Declaration,
(a) all Pennsylvania laws applicable to the
proposed transactions will have been complied with, and
(b) the consummation of the proposed transactions
will not violate the legal rights of the holders of any
securities issued by Pennsylvania Electric Company or
Nineveh Water Company.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL
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