Post-Effective Amendment No. 2 to
SEC File No. 70-7670
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 offices)
T. G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Berlack, Israels & Liberman
LLP
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)<PAGE>
GPU hereby amends its Declaration on Form U-1, as post-
effectively amended, docketed in SEC File No. 70-7670, as
follows:
1. By completing Item 2 thereof to read in its
entirety 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:
SEC Filing Fee: $ 2,000
Legal Fees:
Berlack, Israels & Liberman LLP 5,000
Ballard Spahr Andrews &
Ingersoll 500
Miscellaneous 500
Total $ 8,000
2. By amending Item 3 thereof to read in its entirety
as follows:
GPU believes that Sections 6(a) and 7 of the Act
and Rules 53 and 54 under the Act are applicable to the
proposed transactions.
3. By filing the following exhibits in Item 6
thereof:
(a) Exhibits:
F-1 - Opinion of Berlack, Israels &
Liberman LLP
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By:_____________________________
T. G. Howson,
Vice President and Treasurer
Date: December 1, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels &
Liberman LLP
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
EXHIBIT F-1
December 1, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
SEC File No. 70-7670
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1 to the
Declaration on Form U-1, dated September 14, 1995, under the
Public Utility Holding Company Act of 1935 (the "Act"), of
General Public Utilities Corporation ("GPU"), docketed in SEC
File No. 70-7670, and as about to be amended by Post-Effective
Amendment No. 2 thereto, dated this date, of which this opinion
is to be a part. (The Declaration, as so amended and as thus to
be amended by Post-Effective Amendment No. 2 is hereinafter
referred to as the "Declaration".) The Declaration contemplates
the issuance and sale by GPU from time to time through December
31, 2000 of up to an additional 2,500,000 shares of its common
stock, par value $2.50 per share (the "Additional Common Stock"),
to stockholders pursuant to a Dividend Reinvestment and Stock
Purchase Plan.
We have been counsel to GPU, a Pennsylvania
corporation, for many years. In such capacity, we have
participated in various proceedings relating to GPU and to its
subsidiaries, and we are familiar with the corporate records of
GPU and the terms of the outstanding securities of GPU and its
subsidiaries. We have also examined such other instruments,
agreements and other documents and made such further
investigation as we have deemed necessary as a basis for this
opinion. As 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.<PAGE>
Securities and Exchange Commission
December 1, 1995
Page 2
Based upon the foregoing, we are of the opinion that
GPU is validly organized and duly existing under the laws of the
Commonwealth of Pennsylvania and when (a) the Commission shall
have issued an order permitting the Declaration to become
effective forthwith, (b) shares of Additional Common Stock shall
have been duly issued and paid for as provided in GPU's
Registration Statement on Form S-3, as amended (Registration No.
33-30765), and (c) all action necessary under state "Blue Sky"
laws to permit the offer and sale of the Additional Common Stock
pursuant to the Plan shall have been completed:
4. All state laws applicable to the
proposed transactions will have been complied
with;
5. The Additional Common Stock issued under
the Plan will be validly issued, fully paid
and non-assessable and will be entitled to
the rights and privileges appertaining
thereto as set forth in GPU's Articles of
Incorporation, as amended; and
6. 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 such term is 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 LLP
<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
157267.001(B&F) EXHIBIT F-2
December 1, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: General Public Utilities Corporation
SEC File No. 70-7670
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1 to the
Declaration on Form U-1, dated September 14, 1995, under the
Public Utility Holding Company Act of 1935 (the "Act"), of
General Public Utilities Corporation ("GPU"), docketed in SEC
File No. 70-7670, and as about to be amended by Post-Effective
Amendment No. 2 thereto, dated this date, of which this opinion
is to be a part. (The Declaration, as so amended and as thus to
be amended by Post-Effective Amendment No. 2 is hereinafter
referred to as the "Declaration".) The Declaration contemplates
the issuance and sale by GPU from time to time through December
31, 2000 of up to an additional 2,500,000 shares of its common
stock, par value $2.50 per share (the "Additional Common Stock"),
to stockholders pursuant to a Dividend Reinvestment and Stock
Purchase Plan (the "Plan").
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, for many years. In such capacity and
as counsel to GPU's subsidiary, Pennsylvania Electric Company
("Penelec"), we have participated in various proceedings relating
to GPU and Penelec, and we are familiar with the corporate
records of GPU and the terms of the outstanding securities of GPU
and Penelec. We have also examined such other instruments,
agreements and other documents and made such further
investigation as we have deemed necessary as a basis for this
opinion.<PAGE>
Securities and Exchange Commission
December 1, 1995
Page 2
Based upon the foregoing, we are of the opinion,
insofar as matters of Pennsylvania law are concerned, that GPU is
validly organized and duly existing under the laws of the
Commonwealth of Pennsylvania and when (a) the Commission shall
have issued an order permitting the Declaration to become
effective forthwith, (b) shares of Additional Common Stock shall
have been duly issued and paid for as provided in GPU's
Registration Statement on Form S-3, as amended (Registration
No. 33-30765), and (c) all action necessary under state "Blue
Sky" laws to permit the offering and sale of the Additional
Common Stock pursuant to the Plan shall have been completed:
1. All Pennsylvania laws applicable to the proposed
transactions will have been complied with;
2. The Additional Common Stock issued under the Plan
will be validly issued, fully paid and non-
assessable and will be entitled to the rights and
privileges appertaining thereto as set forth in
GPU's Articles of Incorporation, as amended; and
3. The consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by GPU or Penelec or any
subsidiary of Penelec.
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<PAGE>
