Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
GENERAL PUBLIC UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 13-5516989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(201) 263-6500
(Address, including zip code, and telephone number, including
area code, of principal executive office)
TERRANCE G. HOWSON
Vice President and Treasurer
General Public Utilities Corporation
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(201) 263-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
DOUGLAS E. DAVIDSON, ESQ. STEPHEN K. WAITE, ESQ.
Berlack, Israels & Liberman Winthrop, Stimson, Putnam & Roberts
120 West 45th Street One Battery Park Plaza
New York, New York 10036-4003 New York, New York 10004-1490
(212) 704-0100 (212) 858-1000
____________________
Approximate date of commencement of proposed sale to the
public: to be determined by market conditions after the
effective date of this Registration Statement.
____________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box: /X/<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate
Class of To Be Price Per Offering Amount Of
Securities To Registered Unit Price Registration
Be Registered (1) (1) (1) Fee(1)
Common Stock, 5,000,000 $25.50 $127,500,000 $43,965.52
par value shares
$2.50
(1) Determined on the basis of the reported high and low sales
prices on November 14, 1994, in accordance with Rule 457(c)
solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on
such date as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall hereafter become
effective in accordance with Section 8(a) of the Securities Act
of 1933 or on such date as the Commission, acting pursuant to
said Section 8(a), may determine.<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 15, 1994
PROSPECTUS
5,000,000 SHARES
GENERAL PUBLIC UTILITIES CORPORATION
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
____________________
General Public Utilities Corporation (the "Company") may
offer, from time to time, up to 5,000,000 shares (the "Additional
Common Stock") of its Common Stock, par value $2.50 per share.
The Additional Common Stock may be offered in amounts, at prices
and on terms to be determined at the time of offering, which will
be set forth in a Prospectus Supplement relating thereto (a
"Prospectus Supplement"). The Common Stock of the Company is,
and the Additional Common Stock is expected to be upon notice of
issuance, listed on the New York Stock Exchange (Symbol: GPU).
On November 14, 1994, the last reported sale price of the
Company's Common Stock on the New York Stock Exchange was $25.375
per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The Additional Common Stock may be sold to or through
underwriters or dealers as designated from time to time. See
"Plan of Distribution". The names of any such underwriters or
dealers involved in the sale of the Additional Common Stock in
respect of which this Prospectus is being delivered, the number
of shares of Additional Common Stock to be purchased by any such
underwriters or dealers and any applicable commissions or
discounts, or other terms of the offering, will be set forth in a
Prospectus Supplement. The net proceeds to the Company will also
be set forth in a Prospectus Supplement.
The date of this Prospectus is ___________, 199__.<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
_______________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices at 500 West Madison Street, Chicago, Illinois 60661 and
Seven World Trade Center, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material can also be
inspected at the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where the Company's Common Stock is
listed.
________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN
WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
____________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission pursuant to the 1934 Act are incorporated herein
by reference:
The Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994; and
The Company's Current Reports on Form 8-K dated February 16,
February 28, April 13, June 10, July 12 and August 9, 1994.
2<PAGE>
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the Additional Common Stock shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
____________________
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO: INVESTOR RELATIONS, GENERAL
PUBLIC UTILITIES CORPORATION, 100 INTERPACE PARKWAY, PARSIPPANY,
NEW JERSEY 07054-1149, (201) 263-6600.
3<PAGE>
CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(Dollars In Thousands, Except Per Share Data)
Twelve
Years Ended December 31, Months Ended
September
30, 1994
1991 1992 1993 (unaudited)
Income Summary:
Operating
Revenues $3,371,599 $3,434,153 $3,596,090 $3,666,954
Net Income 275,882 251,636 295,673 140,153
Earnings Per
Share 2.49 2.27 2.65 1.22
September 30, 1994
(unaudited)
December 31, 1993 Actual As Adjusted(2)
Amount % Amount % Amount %
Capital
Structure:
Long-Term
Debt
(includ-
ing un-
amortized
net dis-
count) (3)$2,453,616 45.7 $2,486,521 44.4 $2,486,521 43.5
Preferred
Stock
(includ-
ing
premium) 308,242 5.7 488,177 8.7 488,177 8.5
Common
Equity(4) 2,610,373 48.6 2,622,683 46.9 2,748,308 48.0
Total $5,372,231 100.0% $5,597,381 100.0% $5,723,006 100.0%
____________________
(1) This information should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994.
(2) Reflects the sale of the Additional Common Stock offered
hereby and the sale in October 1994 of 3,237 shares of
4<PAGE>
Common Stock pursuant to the Company's Dividend Reinvestment
and Stock Purchase Plan.
(3) Includes obligations due within one year.
(4) The Company has 150,000,000 shares of Common Stock
authorized, of which 115,146,414 shares were outstanding at
September 30, 1994.
5<PAGE>
THE COMPANY
The Company, a Pennsylvania corporation organized in 1946,
is a holding company registered under the Public Utility Holding
Company Act of 1935 (the "1935 Act"). The Company does not
operate any utility properties directly, but owns all of the
outstanding common stock of three electric utilities serving
customers in New Jersey -- Jersey Central Power & Light Company
("JCP&L") -- and Pennsylvania -- Metropolitan Edison Company
("Met-Ed") and Pennsylvania Electric Company ("Penelec"). The
business of these subsidiaries (the "Subsidiaries") consists
predominantly of the generation, transmission, distribution and
sale of electricity. The Company also owns all of the common
stock of GPU Service Corporation, a service company; GPU Nuclear
Corporation, which operates and maintains the nuclear units of
the Subsidiaries; and Energy Initiatives, Inc. and EI Power,
Inc., which develop, operate and invest in cogeneration and other
non-utility power production facilities. The Company and the
Subsidiaries are seeking regulatory approvals with respect to the
formation of GPU Generation Corporation as a new wholly-owned
subsidiary of the Company, to operate and maintain the
Subsidiaries' fossil-fueled and hydroelectric generating
facilities. Met-Ed owns all of the common stock of York Haven
Power Company, the owner of a small hydroelectric generating
station. Penelec owns all of the common stock of the Waverly
Electric Light & Power Company, the owner of electric
distribution facilities in the Village of Waverly, New York that
are leased to Penelec. The Subsidiaries own all of the common
stock of the Saxton Nuclear Experimental Corporation, which owns
a small demonstration nuclear reactor that has been partially
decommissioned. The income of the Company consists almost
exclusively of earnings on the common stock of the Subsidiaries.
As a registered holding company, the Company is subject to
regulation by the Commission under the 1935 Act. Each
Subsidiary's retail rates, conditions of service and issuance of
securities, as well as other matters relating to each Subsidiary,
are subject to regulation in the state in which such Subsidiary
operates -- in New Jersey by the New Jersey Board of Public
Utilities and in Pennsylvania by the Pennsylvania Public Utility
Commission. The Nuclear Regulatory Commission regulates the
construction, ownership and operation of nuclear generating
stations. The Subsidiaries are also subject to wholesale and
transmission rate and other regulation by the Federal Energy
Regulatory Commission under the Federal Power Act.
The electric generating and transmission facilities of the
Subsidiaries are physically interconnected and are operated as a
single integrated and coordinated system serving a population
exceeding 4.8 million in New Jersey and Pennsylvania. For the
year 1993, the Subsidiaries' revenues were about equally divided
between Pennsylvania customers and New Jersey customers. During
1993, residential sales accounted for about 42% of operating
revenues from customers and 36% of kilowatt-hour (KWH) sales to
customers; commercial sales accounted for about 34% of operating
6<PAGE>
revenues from customers and 32% of KWH sales to customers;
industrial sales accounted for about 22% of operating revenues
from customers and 29% of KWH sales to customers; and sales to
rural electric cooperatives, municipalities (primarily for street
and highway lighting) and others accounted for about 2% of
operating revenues from customers and 3% of KWH sales to
customers. The Subsidiaries also make interchange and spot
market sales of electricity to other utilities.
The area served by the Subsidiaries extends from the
Atlantic Ocean to Lake Erie, is generally comprised of small
communities, rural and suburban areas and includes a wide
diversity of industrial enterprises, as well as substantial
farming areas. The Subsidiaries' transmission facilities are
physically interconnected with neighboring nonaffiliated
utilities in Pennsylvania, New Jersey, Maryland, New York and
Ohio. The Subsidiaries are members of the Pennsylvania-New
Jersey-Maryland Interconnection (PJM) and the Mid-Atlantic Area
Council, an organization providing coordinated review of the
planning by utilities in the PJM area. The interconnection
facilities are used for substantial capacity and energy
interchange and purchased power transactions as well as emergency
assistance.
The Company's address is 100 Interpace Parkway, Parsippany,
New Jersey 07054-1149 and its telephone number is (201) 263-6500.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York
Stock Exchange. The following table shows the range of the high
and low sales prices of the Common Stock based on New York Stock
Exchange Composite Transactions as reported in The Wall Street
Journal and the dividends paid for the periods indicated.
Dividends
Year High Low Per Share
1992 First Quarter 27 3/8 24 1/2 .375
Second Quarter 26 3/8 24 1/4 .40
Third Quarter 27 3/8 25 1/2 .40
Fourth Quarter 27 7/8 25 3/8 .40
1993 First Quarter $30 1/4 $25 3/4 $.40
Second Quarter 32 3/8 28 5/8 .425
Third Quarter 34 3/4 31 5/8 .425
Fourth Quarter 34 28 3/4 .425
1994 First Quarter 30 7/8 27 5/8 .425
Second Quarter 31 5/8 26 .45
Third Quarter 27 1/2 23 3/4 .45
On November 14, 1994, the closing price of the Common Stock
was $25 3/8 per share.
7<PAGE>
Dividend declaration dates are the first Thursdays of April,
June, October and December. Dividend payment dates fall on the
last Wednesdays of February, May, August and November.
USE OF PROCEEDS
The net proceeds of the sale of the Additional Common Stock
will be used by the Company to make cash capital contributions to
its subsidiaries, which in turn will apply such funds (i) to
repay outstanding indebtedness, (ii) to redeem outstanding senior
securities, (iii) for construction purposes, (iv) for other
corporate purposes or (v) to reimburse their treasuries for funds
previously expended therefrom for such purposes. A portion of
the net proceeds may also be used to reimburse the Company's
treasury for funds previously expended therefrom to make such
capital contributions, to repay outstanding indebtedness of the
Company, and for other corporate purposes.
DESCRIPTION OF COMMON STOCK
The holders of Common Stock, the only class of authorized
capital stock of the Company, are entitled to pro rata dividends
when and if declared by the Board of Directors. Each share is
entitled to cumulative voting at all elections of directors and
to one vote for all other purposes and to share pro rata in the
Company's net assets in the event of liquidation.
The outstanding shares of the Company's Common Stock are,
and, upon the issuance thereof and payment therefor, the shares
of Additional Common Stock so issued will be, fully paid and non-
assessable. The outstanding shares of the Company's Common Stock
are listed on the New York Stock Exchange, and it is expected
that the Additional Common Stock will be listed on the Exchange
upon notice of issuance.
The Company has 150,000,000 authorized shares of Common
Stock, par value $2.50 per share. At September 30, 1994,
115,146,414 shares were issued and outstanding. Stockholders
have no preemptive rights to subscribe for shares of Common Stock
except with respect to shares issued solely for money and
otherwise than pursuant to a public offering or a dividend
reinvestment and stock purchase plan or an employee stock
ownership plan or in connection with an offering authorized by
the stockholders. Any shares offered to stockholders pursuant to
preemptive rights but not purchased may thereafter, for a period
of one year, be sold to such persons, at such times and at such
prices (but not less than the price at which the related shares
were offered to stockholders, before deduction of underwriting
costs) as may be fixed by the Board of Directors.
The Transfer Agent and Registrar for the Common Stock is
Chemical Bank, New York, New York.
8<PAGE>
PLAN OF DISTRIBUTION
The Company may offer or sell Additional Common Stock to one
or more underwriters for public offering and sale by them. The
Company may sell Additional Common Stock as soon as practicable
after effectiveness of the Registration Statement, provided that
favorable market conditions exist. Any such underwriter involved
in the offer and sale of the Additional Common Stock will be
named in an applicable Prospectus Supplement.
Underwriters may offer and sell the Additional Common Stock
at a fixed price or prices, which may be changed, or from time to
time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Additional Common Stock,
underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions.
Underwriters may sell Additional Common Stock in block
transactions to certain institutions or to or through dealers,
and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters.
Any underwriting compensation paid by the Company to
underwriters in connection with the offering of Additional Common
Stock, any discounts, concessions or commissions allowed by
underwriters to participating dealers and any other terms of the
offering will be set forth in an applicable Prospectus
Supplement. Underwriters and dealers participating in the
distribution of the Additional Common Stock may be deemed to be
underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Additional
Common Stock may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933. Underwriters and
dealers may be entitled, under agreement with the Company, to
indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act of
1933, and to reimbursement by the Company for certain expenses.
Underwriters and dealers may engage in transactions with, or
perform services for, the Company and/or any of its affiliates in
the ordinary course of business.
EXPERTS
The consolidated financial statements and financial
statement schedules included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 are incorporated
herein by reference in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of said firm as experts in auditing and accounting. The report
of Coopers & Lybrand L.L.P., included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993
incorporated herein by reference, contains explanatory paragraphs
related to a contingency which has resulted from the accident at
9<PAGE>
TMI-2 and the change in the method of accounting for unbilled
revenues in 1991.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by
Berlack, Israels & Liberman, New York, New York and for the
Underwriters by Winthrop, Stimson, Putnam & Roberts, New York,
New York. Berlack, Israels & Liberman and Winthrop, Stimson,
Putnam & Roberts may rely on Ballard Spahr Andrews & Ingersoll,
Philadelphia, Pennsylvania with respect to matters of
Pennsylvania law. Members and attorneys of Berlack, Israels &
Liberman own an aggregate of 12,275 shares of the Company's
Common Stock. In addition, one such member holds 986 such shares
as custodian for his children.
10<PAGE>
No dealer, salesperson or any other person has been authorized to
give any information or to make any representations, other than
those contained in this Prospectus, in connection with the offer
contained herein, and, if given or made, such other information
or representations must not be relied upon as having been
authorized by the Company or by any underwriter or dealer for the
Additional Common Stock. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date as of which information is
given in this Prospectus. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy by anyone in
any jurisdiction in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
__________________
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . 2
Certain Consolidated Financial Information . . . . 4
The Company . . . . . . . . . . . . . . . . . . . 6
Price Range of Common Stock and Dividends . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . 8
Description of Common Stock . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . 10<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing fees:
Securities and Exchange Commission . . . $ 45,965.52
Printing and engraving . . . . . . . . . . . . . 25,000.00*
Legal fees:
Berlack, Israels & Liberman . . . . . . . 75,000.00*
Ballard Spahr Andrews & Ingersoll . . . . 5,000.00*
Blue Sky fees and expenses . . . . . . . . . . . 7,500.00*
Accounting fees:
Coopers & Lybrand . . . . . . . . . . . . 15,000.00*
Miscellaneous . . . . . . . . . . . . . . . . . . 36,534.48*
Total . . . . . . . . . . . . . . . . . . $210,000.00*
_________________
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 37 of the By-Laws of the Company provides, in part,
as follows:
"(a) A director shall not be personally liable for
monetary damages as such for any action taken, or any
failure to take any action, on or after January 27,
1987 unless the director has breached or failed to
perform the duties of his office under Section 1721 of
the Business Corporation Law as the same may be amended
from time to time, 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
II-1<PAGE>
expenses (including attorneys' fees and disbursements),
damages, punitive damages, 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 as a fiduciary with
respect to the plan; (ii) excise taxes 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 an 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
II-2<PAGE>
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 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 shareholders, 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."
Subject to certain exceptions, the directors and officers of
the Company are insured under policies of insurance, within the
limits and subject to the limitations of the policies, against
claims made against them, including claims arising under the
Securities Act of 1933, for action taken by them on behalf of the
Company. The premiums for such insurance are paid for by the
Company.
Sections 1741-1750 of the Pennsylvania Associations Code
provides authority for corporations to indemnify under certain
circumstances their officers, directors and other agents against
expenses and liabilities incurred in connection with proceedings,
arising out of such persons' actions taken on behalf of the
Company.
The foregoing rights of indemnification are not exclusive of
any other rights to which any director or officer (or his legal
representatives) may be entitled under any By-Law of the Company
heretofore in effect, and apply to any liability of any director
or officer (or his legal representatives) arising under any of
the provisions of the Securities Act of 1933 only to the extent
that such rights of indemnification may be determined to be valid
by a court of competent jurisdiction.
Item 16. Exhibits.
1 -Purchase Agreement - To be filed by amendment.
3(i) -Articles of Incorporation of the Company, as
amended - Incorporated by reference to Exhibit 3-
II-3<PAGE>
A, 1989 Annual Report on Form 10-K, SEC File
No. 1-6047.
3(ii) -By-Laws of the Company, as amended - Incorporated
by reference to Exhibit 3-A, 1990 Annual Report on
Form 10-K, SEC File No. 1-6047.
4 -Form of Stock Certificate representing Additional
Common Stock - Incorporated by reference to
Exhibit 4, Registration Statement on Form S-3,
Registration No. 33-30765.
5-A -Opinion of Berlack, Israels & Liberman - To be
filed by amendment.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll - To
be filed by amendment.
23-A -Consent of Berlack, Israels & Liberman - To be
included in its opinion filed as Exhibit 5-A.
23-B -Consent of Ballard Spahr Andrews & Ingersoll - To
be included in its opinion filed as Exhibit 5-B.
23-C -Consent of Coopers & Lybrand.
24 -Power of Attorney - Included in signature page.
____________________
The Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement (i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933; (ii) to reflect
in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) above do
not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic
II-4<PAGE>
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by any such persons in
the successful defense of any action, suit or proceeding) is
asserted by any such person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-5<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Parsippany-Troy Hills, State of New Jersey on the
15th day of November, 1994.
GENERAL PUBLIC UTILITIES CORPORATION
By: /s/ J. R. Leva
J. R. Leva, President
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that General Public Utilities
Corporation and each of its undersigned officers and directors
hereby constitutes and appoints each of Ira H. Jolles, John G.
Graham and Terrance G. Howson his/her/its true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution for him/her/it and in his/her/its name, place and
stead, in any and all capacities, to sign all or any amendments
(including post-effective amendments) of and supplements to this
registration statement on Form S-3 and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes
and as fully as said Corporation itself and each said officer or
director might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ J. R. Leva Chairman (Principal November 15, 1994
(J.R. Leva) Executive Officer),
President and Director
/s/ J. G. Graham Senior Vice President November 15, 1994
(J.G. Graham) (Principal Financial
Officer)
II-6<PAGE>
/s/ F. A. Donofrio Vice President and November 15, 1994
(F.A. Donofrio) Comptroller (Principal
Accounting Officer)
/s/ L. J. Appell Director November 15, 1994
(L.J. Appell, Jr.)
/s/ D. J. Bainton Director November 15, 1994
(D.J. Bainton)
/s/ T. H. Black Director November 15, 1994
(T.H. Black)
/s/ T. B. Hagen Director November 15, 1994
(T.B. Hagen)
/s/ H. F. Henderson Director November 15, 1994
(H.F. Henderson, Jr.)
/s/ J. M. Pietruski Director November 15, 1994
(J.M. Pietruski)
/s/ C. A. Rein Director November 15, 1994
(C.A. Rein)
/s/ P. R. Roedel Director November 15, 1994
(P.R. Roedel)
/s/ C. A. H. Trost Director November 15, 1994
(C.A.H. Trost)
/s/ P. K. Woolf Director November 15, 1994
(P.K. Woolf)
II-7<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 -Purchase Agreement - To be filed by amendment.
3(i) -Articles of Incorporation of the Company, as
amended - Incorporated by reference to Exhibit 3-
A, 1989 Annual Report on Form 10-K, SEC File
No. 1-6047.
3(ii) -By-Laws of the Company, as amended - Incorporated
by reference to Exhibit 3-A, 1990 Annual Report on
Form 10-K, SEC File No. 1-6047.
4 -Form of Stock Certificate representing Additional
Common Stock - Incorporated by reference to
Exhibit 4, Registration Statement on Form S-3,
Registration No. 33-30765.
5-A -Opinion of Berlack, Israels & Liberman - To be
filed by amendment.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll - To
be filed by amendment.
23-A -Consent of Berlack, Israels & Liberman - To be
included in its opinion filed as Exhibit 5-A.
23-B -Consent of Ballard Spahr Andrews & Ingersoll - To
be included in its opinion filed as Exhibit 5-B.
23-C -Consent of Coopers & Lybrand.
24 -Power of Attorney - Included in signature page.
____________________
The Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
II-8<PAGE>
Exhibit 23-C
(LETTERHEAD OF COOPERS & LYBRAND L.L.P.)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of General Public Utilities Corporation on
Form S-3 of our report dated February 2, 1994, on our audits of
the consolidated financial statements and financial statement
schedules of General Public Utilities Corporation and Subsidiary
Companies as of December 31, 1993 and 1992, and for each of the
three years in the period ended December 31, 1993, which report
is included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1993. Our report on the audits of the
consolidated financial statements of General Public Utilities
Corporation and Subsidiary Companies as of December 31, 1993 and
1992, and for each of the three years in the period ended
December 31, 1993 contains explanatory paragraphs related to
certain contingencies which have resulted from the accident at
Unit No. 2 of the Three Mile Island Nuclear Generating Station,
the adoption of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes", and the provision of SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions" in 1993, and a change in the method of accounting for
unbilled revenues in 1991.
We also consent to the reference to our Firm under the
caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
November 15, 1994<PAGE>
