Amendment No.1 to
SEC File No. 70-8455
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)
T. G. Howson, Vice President and Douglas E. Davidson, Esq.
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)<PAGE>
GPU hereby amends its Declaration on Form U-1, docketed
in SEC File No. 70-8455, 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 $ 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"
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<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: January 13, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels &
Liberman.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
Exhibit F-1
January 13, 1995
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. 70-8455
Gentlemen:
We have examined the Declaration on Form U-1, dated
August 19, 1994, 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. 70-8455, as amended by Amendment No. 1 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
issuance and sale by GPU of up to 5,000,000 additional shares of
common stock, par value $2.50 per share (the "Additional Common
Stock"), either through (i) one or more negotiated transactions
with one or more underwriters or (ii) one or more selling or
placement agents who regularly engage in the sale or placement of
such securities pursuant to a selling agency or distribution
agreement, or any combination of the foregoing. In addition, GPU
may sell Additional Common Stock to a selling agent, as
principal, for resale to the public either directly or through
dealers. It is anticipated that such sales would be made from
time to time in one or more market transactions on the floor of
the New York Stock Exchange or any regional exchange on which
GPU's common stock may be admitted to trading privileges, in
block transactions on such exchanges and/or in fixed price
offerings off the floor of such exchanges or other such special
type offerings or distributions made in accordance with the rules
of such exchanges.<PAGE>
Securities and Exchange Commission
January 13, 1995
Page 2
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.
We have examined copies, signed, certified or otherwise
proved 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. We have
assumed, without verification, that the certificates representing
the Additional Common Stock will, upon issuance, be countersigned
by the transfer agent and registered by the register.
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
and upon the further assumptions that (i) the Additional Common
Stock is issued and sold under circumstances which are permitted
under Section 12(f) of the Act and Rule 70 of the General Rules
and Regulations under the Act and (ii) all action under state
"Blue Sky" laws to permit the consummation of the proposed
transactions shall have been completed,
(a) all State laws applicable to the proposed
transactions will have been complied with;
(b) GPU, the proposed issuer of the Additional Common
Stock, is validly organized and duly existing;
(c) upon payment of the purchase price therefor by the
purchasers thereof, the Additional Common Stock will be
validly issued, fully paid and non-assessable, and the
holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in GPU's Articles
of Incorporation; and
(d) 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.<PAGE>
Securities and Exchange Commission
January 13, 1995
Page 3
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<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit F-2
January 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Public Utilities Corporation
Declaration on Form U-1
SEC File No. 70-8455
Gentlemen:
We have examined the Declaration on Form U-1, dated
August 19, 1994, 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. 70-8455, as amended by Amendment No. 1 thereto,
dated this date, of which this opinion is to be a part. (The
Declaration, as so amended and as thus to be amended, is
hereinafter referred to as the "Declaration").
The Declaration contemplates, among other things, the
issuance and sale by GPU of up to 5,000,000 additional shares of
common stock, par value $2.50 per share (the "Additional Common
Stock"), either through (i) one or more negotiated transactions
with one or more underwriters or (ii) one or more selling or
placement agents who regularly engage in the sale or placement of
such securities pursuant to a selling agency or distribution
agreement, or any combination of the foregoing. In addition, GPU
may sell Additional Common Stock to a selling agent, as
principal, for resale to the public either directly or through
dealers. It is anticipated that such sales would be made from
time to time in one or more market transactions on the floor of
the New York Stock Exchange or any regional exchange on which
GPU's commons stock may be admitted to trading privileges, in
block transactions on such exchanges and/or in fixed price
offerings off the floor of such exchanges or other such special
type offerings or distributions made in accordance with the rules
of such exchanges.
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, and certain of its subsidiaries for
many years. In such capacity, 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. We have assumed, without verification,
that the certificates representing the Additional Common Stock
will, upon issuance, be countersigned by the transfer agent and
registered by the register.<PAGE>
Securities and Exchange Commission
January 13, 1995
Page 2
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Declaration and that the Additional Common Stock is issued
and sold under circumstances which are permitted under
Section 12(f) of the Act and Rule 70 of the General Rules and
Regulations under the Act, when (1) the Commission shall have
entered an appropriate order forthwith permitting the Declaration
to become effective and (2) all action under State "Blue Sky"
laws to permit the consummation of the proposed transactions
shall have been completed, we are of the opinion that, insofar as
matters of Pennsylvania law are concerned:
(a) all Pennsylvania laws applicable to the proposed
transactions will have been complied with;
(b) GPU, the proposed issuer of the Additional Common
Stock, is validly organized and duly existing;
(c) upon payment of the purchase price therefor by the
purchasers thereof, the Additional Common Stock will be
validly issued, fully paid and non-assessable, and the
holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in GPU's Articles
of Incorporation; and
(d) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by GPU, Pennsylvania Electric Company or
its subsidiaries, Ninevah Water Company, Penelec Preferred
Capital, Inc. and Penelec Capital, L.P.
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>
