Amendment No 1 to
SEC File No. 70-8409
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("Met-Ed")
2800 Pottsville Pike
Reading, Pennsylvania 19640
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
1001 Broad Street
Johnstown, Pennsylvania 15907
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names of companies filing this statement and
addresses of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
Don W. Myers, Vice President W. Edwin Ogden, Esq.
and Treasurer Ryan, Russell, Ogden &
M. A. Nalewako, Secretary Seltzer
GPU Service Corporation 1100 Berkshire Boulevard
100 Interpace Parkway P.O. Box 6219
100 Interpace Parkway Reading, Pennsylvania
Parsippany, New Jersey 07054 19610
Richard S. Cohen, Esq. Robert C. Gerlach, Esq.
Jersey Central Power & Light Company Ballard Spahr Andrews &
300 Madison Avenue Ingersoll
Morristown, New Jersey 07960 1735 Market Street
Philadelphia, Pennsylvania
19103
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman
120 West 45th Street
New York, New York 10036
(Names and addresses of agents for service)
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GPU, JCP&L, Met-Ed and Penelec amend their Declaration on
Form U-1, docketed in SEC File No: 70-8409, as follows:
1. By amending the last sentence of paragraph C of Item 1
to read in its entirety as follows:
To implement this program, the GPU Companies
will enter into an operating agreement (the
"Operating Agreement") with GPUGC (the form
of which is being filed as Exhibit B hereto).
2. By amending the first sentence of paragraph F of Item 1
to read in its entirety as follows:
GPU will acquire for cash all of the 2,500
authorized shares of GPUGC's common stock,
par value $20 per share, at a price of $20
per share or an aggregate consideration of
$50,000.
3. By amending the first sentence of paragraph G of Item 1
to read in its entirety as follows:
GPUGC will not take title to any material
amounts of equipment or property nor become
obligated under any material contracts
(except for the Operating Agreement with its
affiliates and its assumption of
responsibilities under the Joint Operating
Agreements).
4. By amending paragraph H of Item 1 to read in its
entirety as follows:
H. Certain management and supervisory
personnel presently employed by the GPU
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Companies (and/or GPUSC) are expected to be
transferred to the payroll of GPUGC on or
about the date GPUGC commences operations.
However, it is not expected that union
employees of the GPU Companies will initially
be transferred to GPUGC. Rather, such
employees will initially continue to perform
their services at and on behalf of the GPU
System's non-nuclear generation facilities as
employees of the same entities within the GPU
System with which they are currently
associated until such time as they may be
transferred to GPUGC. GPUGC will give the
Commission sixty days' prior notice of the
transfer of union employees to GPUGC. In
addition, there will be filed with your
Commission, at least sixty days before the
taking of any such action, written notice of
(1) proposed changes in the methods of
allocation to be employed by GPUGC, and (2)
any other proposed material changes in the
conduct and organization of GPUGC's
operations, including related financial
information.
5. By adding new paragraphs I, J and K to Item 1 to read
in their entirety as follows:
I. Under the Operating Agreement, GPUGC
will operate, maintain, repair and
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rehabilitate the GPU System's existing non-
nuclear generation facilities; GPUGC will not
acquire any title to or ownership interest in
such existing facilities or their electrical
output. Accordingly, as provided by the
Operating Agreement, the electrical output of
the facilities will be delivered by GPUGC to
or for the benefit of the respective owners
thereof in accordance with their directions.
J. As noted in paragraph B of this Item 1,
the GPU Companies anticipate that the
combined operation of the GPU System's non-
nuclear generation facilities will result in
future efficiencies and cost reductions. The
GPU Companies are continuing their analysis
of the potential cost reductions from the
realignment of the non-nuclear operations,
and will provide more detailed information by
amendment. Additional information concerning
the policies and procedures which will govern
GPUGC's operations, including those relating
to the allocation of costs among the owners
of the generation facilities, will also be
filed by amendment.
K. It is hereby requested that the
Commission's order herein authorize GPU to
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make open account advances to GPUGC from time
to time during the term of the Operating
Agreement.
6. By amending paragraph C of Item 4 to read in its
entirety as follows:
C. No state commission has jurisdiction
with respect to the subject transactions
except as set forth above and, assuming that
your Commission authorizes and approves all
aspects of the subject transactions
(including the accounting therefor), it is
not believed that any other Federal
commission has jurisdiction with respect
thereto.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
BY:
Don W. Myers, Vice President
and Treasurer
Date: May 10, 1994
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