SEC File No. 70-
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, Douglas E. Davidson, Esq.
Vice President 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)
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
A. GPU proposes to amend its Articles of
Incorporation to (1) increase the number of authorized shares of
common stock to 350,000,000 from the present 150,000,000, with a
par value of $2.50 each and (2) eliminate the remaining
preemptive rights of GPU shareholders to purchase additional
shares of GPU common stock. A form of the proposed amendments to
the Articles of Incorporation is filed herewith as Exhibit A-2.
B. At January 31, 1995, GPU had 115,214,219 shares
issued and outstanding, leaving only 34,785,781 shares available
for issuance. The proposed increase in the amount of authorized
but unissued common stock will provide flexibility to permit GPU
to issue additional common stock to meet anticipated equity
capital requirements of GPU and its subsidiaries. Such
flexibility is desirable to: provide financing for subsidiaries'
existing and future construction programs; make cash capital
contributions to Energy Initiatives, EI Power and other non-
utility subsidiaries in connection with the development of and
investment in qualifying facilities, exempt wholesale generators
and foreign utility companies; meet general corporate
requirements (including under GPU's Dividend Reinvestment and
Stock Purchase Plan and various benefit plans); effect a stock
split or pay a stock dividend, should the Board of Directors deem
it advisable in the future; and engage in possible future
transactions requiring the issuance of additional common stock.
Such future transactions may include financings, possible
restructuring of the GPU System in order to compete more
effectively, acquisitions and other measures relating to takeover
1
<PAGE>
initiatives directed at GPU or its stockholders. If the proposed
amendment is adopted, GPU would be permitted to issue the
authorized shares without further stockholder approval, except to
the extent otherwise required by law or the Articles of
Incorporation or a securities exchange upon which GPU common
stock is listed. GPU has requested authority under SEC File No.
70-8455 to issue from time to time through December 31, 1996 up
to 5,000,000 additional shares of its common stock. Additional
issuances of common stock by GPU will also be subject to the
approval of the Commission under the Act.
C. GPU also proposes to eliminate the provision in
its Articles of Incorporation which grants holders of GPU common
stock preemptive rights to purchase additional shares of GPU
common stock in certain limited circumstances. The Pennsylvania
Business Corporation law, under which GPU is incorporated,
provides that unless specifically provided in a corporation's
charter, shareholders are not entitled to preemptive rights.
(Pennsylvania Business Corporation Law, Section 1530). Article 9
of GPU's Articles of Incorporation now provides GPU shareholders
with the right to purchase additional shares of common stock in
the event that GPU sells its common stock solely for money and
other than (a) through a public offering or through underwriters
who agree to make a public offering, (b) pursuant to a dividend
reinvestment plan, (c) under an employee stock ownership plan
pursuant to the provisions of the Tax Reduction Act of 1975
(TRASOP), or (d) an offering or plan authorized or approved by
the shareholders. Accordingly, Article 9 effectively prohibits
GPU from issuing a significant number of shares of additional
2
<PAGE>
common stock for cash except through a public offering without
obtaining prior stockholder approval or first offering its
shareholders the right to subscribe to purchase such additional
shares. GPU has not made a rights offering to its shareholders
since 1977.
Preemptive rights originated at a time when
corporations were small, had relatively few stockholders and
there was little opportunity to purchase additional stock except
when a corporation had a new issue. These rights were thus
intended under common law to preserve a stockholder's
proportionate interest and voting rights, on no less favorable
terms, as the result of the issuance of additional shares. The
securities of large corporations such as GPU are actively traded;
moreover, a substantial percentage of the outstanding shares of
large publicly held companies, including GPU, is now owned by
large institutional investors.
Given the liquidity that the present day capital
markets provide to investors and the diminishing participation of
individual investors as stockholders, GPU believes that
preemptive rights, even to the limited extent they now exist, are
no longer a significant benefit to the stockholders and that the
elimination of preemptive rights will give GPU greater
flexibility to finance its capital requirements.
Stockholders who desire to preserve or increase their
proportional interest in GPU's common stock may do so through
GPU's existing Dividend Reinvestment and Stock Purchase Plan
which allows stockholders who desire to do so to increase their
holdings of GPU common stock through periodic purchases of
3
<PAGE>
additional shares at the market price, without payment of
brokerage commissions.
D. GPU proposes to submit the proposed amendments to
its Articles of Incorporation described herein for consideration
and action by its shareholders at the Annual Meeting of
Shareholders to be held May 4, 1995, and in connection therewith
to solicit proxies from its shareholders. Preliminary copies of
the notice of annual meeting, form of proxy and proxy statement
for use in connection with the Annual Meeting will be filed by
amendment. Adoption of each of the proposed amendments will
require the affirmative vote of the holders of a majority of the
outstanding shares of GPU's common stock entitled to vote at the
Annual Meeting.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions will
be filed by amendment. Certain services in connection with the
proposed transactions will be performed at actual cost by GPU
Service Corporation, an affiliated service company operating
pursuant to the provisions of Section 13 of the Act and the
Commission's rules thereunder. In addition, in the event that
GPU considers it desirable to do so, it may employ professional
proxy solicitors to assist in the solicitation of proxies and pay
their expenses and compensation for such assistance.
4
<PAGE>
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
GPU believes that Sections 6(a), 7 and 12(e) of the Act
and Rules 62 and 65 thereunder may be applicable to the proposed
transactions.
ITEM 4. REGULATORY APPROVALS.
No state commission has jurisdiction with respect to
any aspect of the proposed transactions and, assuming your
Commission authorizes and approves all aspects of the
transactions (including the accounting therefor), no Federal
commission, other than your Commission, has jurisdiction with
respect to any aspect thereof.
ITEM 5. PROCEDURE.
GPU requests that the effectiveness of this Declaration
with respect to the solicitation of proxies be permitted to
become effective as provided in Rule 62(d) under the Act and
further requests that the Commission issue an order with respect
to the other transactions proposed herein at the earliest
practicable date, but in any event not later than March 20, 1995.
It is further requested that (i) there not be a recommended
decision by an Administrative Law Judge or other responsible
officer of the Commission, (ii) the Office of Public Utility
Regulation be permitted to assist in the preparation of the
Commission's decision and (iii) there be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
5
<PAGE>
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits:
A-1 - Articles of Incorporation of GPU --
incorporated by reference to Exhibit 3-
A of the 1989 Annual Report on Form 10-
K, File No. 1-5047
A-2 - Form of Proposed Amendments to Articles
5 and 9 of the Articles of Incorporation
A-3 - Preliminary Forms of Notice of Annual
Meeting, Proxy Statement and Form of
Proxy -- to be filed by amendment
B - Not applicable
C - Not applicable
D - Not applicable
E - Not applicable
F-1 - Opinion of Berlack, Israels & Liberman
-- to be filed by amendment
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll -- to be filed by amendment
G - Financial Data Schedules -- to be filed
by amendment
H - Form of public notice
(b) Financial Statements -- to be filed by amendment
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
(a) The proposed transactions will be made in
connection with the conduct of GPU's normal business activities.
As such, the issuance of an order by your Commission with respect
6
<PAGE>
thereto is not a major Federal action significantly affecting the
quality of the human environment.
(b) No federal agency has prepared or is preparing an
environmental impact statement with respect to the various
proposed transactions which are the subject hereof.
7
<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: February 2, 1995
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
A-2 - Form of Proposed Amendments to Articles
5 and 9 of the Articles of Incorporation
H - Form of public notice
<PAGE>
EXHIBIT A-2
Form of Amendment to Articles 5 and 9
of GPU Articles of Incorporation
Article 5 will be amended to read in its entirety as
follows:
"5. The amount of the capital stock of the
Corporation is to be $875,000,000, consisting of
350,000,000 shares of common stock of the par
value of $2.50 each."
Article 9 will be amended to read in its entirety as
follows:
"9. No holder of common stock of the Corporation shall
have, as such holder, any preemptive right to purchase
any common stock or other shares or securities of the
Corporation."
<PAGE>
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(RELEASE NO. 35- ; 70- )
GENERAL PUBLIC UTILITIES CORPORATION
NOTICE OF PROPOSAL TO AMEND ARTICLES OF INCORPORATION AND
SOLICIT PROXIES
General Public Utilities Corporation ("GPU"), 100
Interpace Parkway, Parsippany, New Jersey 07054, a registered
holding company, has filed a Declaration with the Commission
pursuant to Sections 6(a), 7 and 12(e) of the Public Utility
Holding Company Act of 1935 (the "Act") and Rules 62 and 65
thereunder.
GPU proposes to amend its Articles of Incorporation to
(1) increase the number of authorized shares of common stock to
350,000,000 from the present 150,000,000, with a par value of
$2.50 each and (2) eliminate the remaining preemptive rights of
GPU shareholders to purchase additional shares of GPU common
stock.
At January 31, 1995, GPU had 115,214,219 shares issued
and outstanding, leaving only 34,785,781 shares available for
issuance. The proposed increase in the amount of authorized but
unissued common stock will provide flexibility to permit GPU to
issue additional common stock to meet anticipated equity capital
requirements of GPU and its subsidiaries. Such flexibility is
desirable to: provide financing for subsidiaries' existing and
future construction programs; make cash capital contributions to
Energy Initiatives, EI Power and other non-utility subsidiaries
in connection with the development of and investment in
1
<PAGE>
qualifying facilities, exempt wholesale generators and foreign
utility companies; meet general corporate requirements (including
under GPU's Dividend Reinvestment and Stock Purchase Plan and
various benefit plans); effect a stock split or pay a stock
dividend, should the Board of Directors deem it advisable in the
future; and engage in possible future transactions requiring the
issuance of additional common stock. Such future transactions
may include financings, possible restructuring of the GPU System
in order to compete more effectively, acquisitions and other
measures relating to takeover initiatives directed at GPU or its
stockholders. If the proposed amendment is adopted, GPU would be
permitted to issue the authorized shares without further
stockholder approval, except to the extent otherwise required by
law or the Articles of Incorporation or a securities exchange
upon which GPU common stock is listed. GPU has requested
authority under SEC File No. 70-8455 to issue from time to time
through December 31, 1996 up to 5,000,000 additional shares of
its common stock. Additional issuances of common stock by GPU
will also be subject to the approval of the Commission under the
Act.
GPU also proposes to eliminate the provision in its
Articles of Incorporation which grants holders of GPU common
stock preemptive rights to purchase additional shares of GPU
common stock in certain limited circumstances. The Pennsylvania
Business Corporation law, under which GPU is incorporated,
provides that unless specifically provided in a corporation's
charter, shareholders are not entitled to preemptive rights.
(Pennsylvania Business Corporation Law, Section 1530). Article 9
2
<PAGE>
of GPU's Articles of Incorporation now provides GPU shareholders
with the right to purchase additional shares of common stock in
the event that GPU sells its common stock solely for money and
other than (a) through a public offering or through underwriters
who agree to make a public offering, (b) pursuant to a dividend
reinvestment plan, (c) under an employee stock ownership plan
pursuant to the provisions of the Tax Reduction Act of 1975
(TRASOP), or (d) an offering or plan authorized or approved by
the shareholders. Accordingly, Article 9 effectively prohibits
GPU from issuing a significant number of shares of additional
common stock for cash except through a public offering without
obtaining prior stockholder approval or first offering its
shareholders the right to subscribe to purchase such additional
shares. GPU has not made a rights offering to its shareholders
since 1977.
Given the liquidity that the present day capital
markets provide to investors and the diminishing participation of
individual investors as stockholders, GPU believes that
preemptive rights, even to the limited extent they now exist, are
no longer a significant benefit to the stockholders and that the
elimination of preemptive rights will give GPU greater
flexibility to finance its capital requirements.
Adoption of each of the proposed amendments will
require the affirmative vote of the holders of a majority of the
outstanding shares of GPU's common stock entitled to vote at the
Annual Meeting.
GPU proposes to submit the proposed amendments to its
Articles of Incorporation described herein for consideration and
3
<PAGE>
action by its shareholders at the Annual Meeting of Shareholders
to be held May 4, 1995, and in connection therewith to solicit
proxies from its shareholders. Consequently, GPU requests that
the effectiveness of its Declaration with respect to such
solicitation of proxies be permitted to become effective as
provided in Rule 62(d). It appearing to the Commission that
GPU's Declaration regarding the proposed solicitation of proxies
should be permitted to become effective forthwith pursuant to
Rule 62:
IT IS ORDERED, that the Declaration regarding the
proposed solicitation of proxies be, and it hereby is, permitted
to become effective forthwith, pursuant to Rule 62 and subject to
the terms and conditions prescribed in Rule 24 under the Act.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
The Declaration and any amendments thereto are
available for public inspection through the Commission's Office
of Public Reference. Interested persons wishing to comment or
request a hearing should submit their views in writing by March
17, 1995 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicant at the
address specified above. Proof of service (by affidavit, or in
case of any attorney at law, by certificate) should be filed with
the request. Any request for a hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issues in
4
<PAGE>
this matter. After said date, the Declaration, as it may be
amended, may become effective.
5
<PAGE>
