SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of
earliest event reported): June 8, 1995
GENERAL PUBLIC UTILITIES CORPORATION
(Exact name of registrant as specified in charter)
Pennsylvania 1-6047 13-5516589
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
100 Interpace Parkway, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 263-
6500<PAGE>
ITEM 5. OTHER EVENTS.
On June 8, 1995, General Public Utilities Corporation
("GPU") entered into an underwriting agreement with Goldman,
Sachs & Co. providing for the issuance and sale of one million
shares of GPU's Common Stock, par value $2.50 per share, in a
block transaction. The new issue is part of a previously
approved shelf registration of five million shares. GPU will use
the proceeds from the offering to make equity contributions to
its subsidiaries and reduce outstanding short-term debt.
GPU had deferred the planned five million share
offering earlier this year when the Pennsylvania Supreme Court
agreed to hear an appeal by Metropolitan Edison Company ("Met-
Ed") of a lower court ruling that disallowed the recovery from
customers of retirement costs associated with Three Mile Island
Unit 2. The recovery of those costs had been granted by the
Pennsylvania Public Utility Commission. As a result of this
lower court ruling, Met-Ed and Pennsylvania Electric Company,
subsidiaries of GPU, took a charge to earnings of $105 million
(after tax) in the second quarter of 1994.
Although the case has been argued before the
Pennsylvania Supreme Court, neither the timing of the Court's
decision nor the outcome can be predicted.
GPU presently expects that it will continue to defer
any decision as to the issuance of the remaining four million
shares until the Pennsylvania Supreme Court issues its ruling,
although it may issue up to an additional one million shares
before the Court ruling if market conditions and its equity
capital needs justify doing so.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
1. Underwriting Agreement dated June 8, 1995
between GPU and Goldman, Sachs & Co.
1<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT 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: June 9, 1995<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
1. Underwriting Agreement dated June 8, 1995
between GPU and Goldman, Sachs & Co.<PAGE>
Exhibit 1
1,000,000 Shares
GENERAL PUBLIC UTILITIES CORPORATION
(a Pennsylvania corporation)
Common Stock
($2.50 Par Value)
UNDERWRITING AGREEMENT
June 8, 1995
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
General Public Utilities Corporation, a Pennsylvania
corporation (the "Company"), confirms its agreement with
Goldman, Sachs & Co. (the "Underwriters") with respect to the
sale by the Company and the purchase by the Underwriters of
1,000,000 shares of Common Stock, $2.50 par value per share, of
the Company (the "Common Stock"). The shares of Common Stock to
be purchased by the Underwriters are hereinafter called the
"Securities".
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
3 (No. 33-56475) and Amendment No. 1 thereto relating to the
Securities under the Securities Act of 1933, as amended (the
"1933 Act"). Such registration statement, as amended by
Amendment No. 1, has been declared effective by the Commission.
Such registration statement, as amended by Amendment No. 1, and
the prospectus constituting a part thereof (including in each
case all documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the 1933 Act (the "Incorporated
Documents") as from time to time hereafter amended or
supplemented pursuant to the 1933 Act, the rules and regulations
of the Commission under the 1933 Act (the "1933 Act
Regulations"), the Securities Exchange Act of 1934, as amended
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(the "1934 Act"), or the rules and regulations of the Commission
thereunder (the "1934 Act Regulations"), are hereinafter referred
to as the "Registration Statement" and the "Prospectus",
respectively, except that if any revised prospectus shall be
provided to the Underwriters by the Company for use in connection
with the offering of the Securities which differs from the
Prospectus on file at the Commission at the time the Registration
Statement becomes effective (whether or not such revised
prospectus is required to be filed by the Company pursuant to
Rule 424(b) of the 1933 Act Regulations), the term "Prospectus"
shall refer to such revised prospectus from and after the time it
is first provided to the Underwriters for such use. References
to the Registration Statement and the Prospectus shall, unless
otherwise specified, be deemed to refer to the Registration
Statement and the Prospectus as amended or supplemented to the
date of this Agreement including, with respect to the Prospectus,
as supplemented by a prospectus supplement relating to the
Securities dated as of the date of this Agreement.
All references in this Agreement to financial
statements and schedules and other information which is
"contained," "included" or "stated" in the Registration Statement
or the Prospectus (and all other references of like import) shall
be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be
incorporated by reference in the Registration Statement or the
Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration
Statement or the Prospectus shall be deemed to mean and include
the filing of any document under the 1934 Act which is or is
deemed to be incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.
SECTION 1. Representations and Warranties. The
Company represents and warrants to the Underwriters as of the
date of this Agreement as follows:
(i) The Registration Statement, at the time it
was declared effective by the Commission under the 1933 Act
and at each date any post-effective amendment or post-
effective amendments thereto became effective (the
"Effective Date"), complied and, as of the date of this
Agreement, complies in all material respects with the
applicable requirements of the 1933 Act and the 1933 Act
Regulations. The Registration Statement, at the Effective
Date, did not and, at the date of this Agreement, does not
contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
The Prospectus, at the time it was first provided to the
Underwriters for use in connection with the offering of the
Securities (whether or not required to be filed by the
Company with the Commission pursuant to Rule 424(b) of the
1933 Act Regulations), did not and, as of the date of this
Agreement, does not and, as of the Closing Time (as defined
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in Section 2(c) hereof), will not include an untrue
statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading. The Incorporated Documents, at the time
they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the
applicable requirements of the 1934 Act and the 1934 Act
Regulations, and, when read together with the other
information in the Prospectus at the Effective Date and at
the Closing Time, as the case may be, do not contain an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading.
The representations and warranties in this subsection shall
not apply to statements in or omissions from the
Registration Statement or the Prospectus made in reliance
upon and in conformity with information furnished to the
Company in writing by the Underwriters expressly for use in
the Registration Statement or the Prospectus, but nothing
contained herein is intended as a waiver of compliance with
the 1933 Act, the 1934 Act, the 1933 Act Regulations or the
1934 Act Regulations.
(ii) The accountants who certified the financial
statements and supporting schedules included or incorporated
by reference in the Prospectus are independent certified
accountants (the "Independent Accountants") with respect to
the Company within the meaning of the 1933 Act and the 1933
Act Regulations.
(iii) The consolidated financial statements
included or incorporated by reference in the Registration
Statement and the Prospectus present fairly the financial
position of the Company and its subsidiaries as at the dates
indicated and the results of their operations for the
periods specified; except as otherwise stated in the
Registration Statement, such financial statements have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis; and the supporting
schedules included or incorporated by reference in the
Registration Statement present fairly the information
required to be stated therein.
(iv) Since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, except as otherwise stated therein, (A) there
has been no material adverse change in the financial or
business condition or in the earnings or business of the
Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business,
(B) there have been no transactions entered into by the
Company or any of its subsidiaries, other than those in the
ordinary course of business, that are material with respect
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to the Company and its subsidiaries considered as one
enterprise and (C) except for regular quarterly dividends,
there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its
capital stock.
(v) The Company is duly incorporated and is
validly existing as a corporation in good standing under the
laws of the Commonwealth of Pennsylvania with corporate
power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectus;
and the Company is duly qualified as a foreign corporation
to transact business and is in good standing in each
jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify would not have a material adverse effect on the
financial or business condition or the earnings or business
of the Company and its subsidiaries considered as one
enterprise.
(vi) Each of Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric
Company (the "Significant Subsidiaries") is duly
incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own,
lease and operate its properties and to conduct its business
as described in the Prospectus and is duly qualified as a
foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the
failure to so qualify would not have a material adverse
effect on the financial or business condition or the
earnings or business of the Company and its subsidiaries
considered as one enterprise; all of the issued and
outstanding capital stock of each of the Significant
Subsidiaries has been duly authorized and validly issued, is
fully paid and non-assessable and, other than the preferred
stock of the Significant Subsidiaries, is owned by the
Company directly, free and clear of any security interest,
mortgage, pledge, lien, encumbrance or claim.
(vii) The authorized, issued and outstanding
capital stock of the Company is as set forth in the
Prospectus under "Certain Consolidated Financial
Information" and "Description of Common Stock" (except for
subsequent issuances, if any, pursuant to such reservations,
agreements, employee benefit plans or the Company's Dividend
Reinvestment and Stock Purchase Plan as are referred to in
the Prospectus); the shares of issued and outstanding Common
Stock have been duly authorized and validly issued and are
fully paid and non-assessable; the Securities have been duly
authorized for issuance and sale to the Underwriters
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pursuant to this Agreement and, when issued and delivered by
the Company pursuant to this Agreement against payment of
the consideration therefor, will be validly issued and fully
paid and non-assessable; the Common Stock conforms to all
statements relating thereto contained in the Prospectus
under "Certain Consolidated Financial Information" and
"Description of Common Stock"; and the issuance of the
Securities pursuant to this Agreement is not subject to
preemptive or other similar rights.
(viii) Neither the Company nor any of the
Significant Subsidiaries is in violation of its Articles of
Incorporation or Certificate of Incorporation, as the case
may be, or in default in the performance or observance of
any material obligation, agreement, covenant or condition
contained in any material contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the
Company or any of the Significant Subsidiaries is a party or
by which it or any of them may be bound, or to which any of
the property or assets of the Company or any of the
Significant Subsidiaries is subject; and the execution,
delivery and performance of this Agreement and the
consummation of the transactions contemplated herein have
been duly authorized by all necessary corporate action and
will not conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the
Company or any of the Significant Subsidiaries pursuant to,
any material contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which the Company or any
of the Significant Subsidiaries is a party or by which it or
any of them may be bound, or to which any of the property or
assets of the Company or any of the Significant Subsidiaries
is subject, nor will such action result in any violation of
the provisions of the Articles of Incorporation or by-laws
of the Company or any applicable law, administrative or
court decree or, to the best knowledge of the Company, any
administrative regulation.
(ix) There is no action, suit or proceeding before
or by any court or governmental agency or body, domestic or
foreign, now pending or, to the knowledge of the Company,
threatened, against the Company or any of the Significant
Subsidiaries, that is required to be disclosed in the
Registration Statement, or which, if adversely decided,
would result in any material adverse change in the financial
or business condition or in the earnings or business of the
Company and its subsidiaries considered as one enterprise,
or which, if adversely decided, would materially and
adversely affect the properties or assets thereof or would
materially and adversely affect the consummation of this
Agreement other than such actions, suits or proceedings
which are disclosed in or contemplated by the Registration
Statement; and there are no contracts or documents of the
Company or any of its subsidiaries which are required to be
-5-<PAGE>
filed as exhibits to the Registration Statement by the 1933
Act or by the 1933 Act Regulations which have not been so
filed.
(x) No authorization, approval or consent of any
court or governmental authority or agency is necessary in
connection with the sale by the Company of the Securities
hereunder, except such as may be required under the 1933 Act
or the 1933 Act Regulations, the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act"), or state
securities laws.
(xi) The Company and the Significant Subsidiaries
possess such certificates, authorizations or permits issued
by the appropriate state, federal or foreign regulatory
agencies or bodies except such as to which the failure to
possess the same would not materially and adversely affect
the financial or business condition or the earnings or
business of the Company and its Significant Subsidiaries
considered as one enterprise and neither the Company nor any
of the Significant Subsidiaries has received any notice of
proceedings relating to the revocation or modification of
any such certificate, authority or permit that, singly or in
the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially and adversely affect the
financial or business condition or the earnings or business
of the Company and its subsidiaries considered as one
enterprise.
SECTION 2. Sale and Delivery to Underwriters; Closing.
(a) On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to the Underwriters, and
the Underwriters agree to purchase from the Company, at a
purchase price of $29.645 per share, the number of Securities set
forth on the first page of this Agreement.
(b) The Company has been advised by the Underwriters
that the Underwriters propose to offer the Securities for sale
from time to time in one or more transactions (which may include
block transactions) on the New York Stock Exchange or on other
national securities exchanges on which the Common Stock is
traded, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of sale or at prices otherwise negotiated. The Underwriters may
effect such transactions by selling Securities to or through
dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the Underwriters
and/or the purchasers of such Securities for whom they may act as
agent or to whom they sell as principal.
(c) Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the office of
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Berlack, Israels & Liberman LLP, 120 West 45th Street, New York,
New York 10036, or at such other place as shall be agreed upon by
the Underwriters and the Company, at 10:00 A.M. on the third
business day following the date of this Agreement, or such other
time not later than ten business days after such date as shall be
agreed upon by the Underwriters and the Company (such time and
date of payment and delivery being herein called the "Closing
Time"). Payment shall be made to the Company by certified or
official bank check or checks drawn in New York Clearing House
funds payable to the order of the Company, against delivery to
the Underwriters of certificates for the Securities to be
purchased by them. Certificates for the Securities shall be in
such denominations and registered in such names as the
Underwriters may request in writing at least two business days
before the Closing Time. The certificates for the Securities
will be made available for examination and packaging by the
Underwriters not later than 10:00 A.M. on the last business day
prior to the Closing Time, at the office of Chemical Bank,
Corporate Trust Group, 55 Water Street, 2nd Floor, Room 234, New
York, New York 10041.
SECTION 3. Covenants of the Company. The Company
covenants with the Underwriters as follows:
(a) The Company will notify the Underwriters
immediately (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the transmittal to the Commission
for filing of any supplement to the Prospectus, or any document
to be filed pursuant to the 1934 Act which will be incorporated
or deemed to be incorporated by reference in the Prospectus,
(iii) of the receipt of any comments from the Commission, (iv) of
any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the
Prospectus or for additional information and (v) of the issuance
by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any
proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.
(b) The Company will give the Underwriters notice of
its intention to file any amendment (including any post-effective
amendment) to the Registration Statement or any amendment or
supplement to the Prospectus (including any document to be filed
pursuant to the 1934 Act which will be incorporated or deemed to
be incorporated by reference therein) and will furnish the
Underwriters with copies of any such amendment or supplement
within a reasonable amount of time prior to such proposed filing
or use, as the case may be, and will not file any such amendment
or supplement or use any such prospectus to which the
Underwriters or counsel for the Underwriters shall reasonably
object in writing.
-7-<PAGE>
(c) The Company will deliver to the Underwriters three
signed copies of the Registration Statement as originally filed
and of each amendment thereto (including exhibits filed therewith
or incorporated by reference therein).
(d) The Company will furnish to the Underwriters, from
time to time during the period when the Prospectus is required to
be delivered under the 1933 Act or the 1934 Act, such number of
copies of the Prospectus (as amended or supplemented) as the
Underwriters may reasonably request for the purposes contemplated
by the 1933 Act or the 1933 Act Regulations, or the 1934 Act or
the 1934 Act Regulations.
(e) If, during the period nine months from the
Effective Date, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to make
the Prospectus not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, the Company
will forthwith amend or supplement the Prospectus so that, as so
amended or supplemented, the Prospectus will not include an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances existing at the time it is delivered
to a purchaser, not misleading, and the Company will furnish to
the Underwriters a reasonable number of copies of such amendment
or supplement.
(f) The Company will endeavor, in cooperation with the
Underwriters, to qualify the Securities for offering and sale
under the applicable securities laws of such states and other
jurisdictions of the United States as the Underwriters may
reasonably designate. In each jurisdiction in which the
Securities have been so qualified, the Company will file such
statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect until the
distribution of all of the Securities has been completed.
Notwithstanding the foregoing, the Company shall not be obligated
to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified or to file a general consent to service of
process.
(g) The Company will make generally available to its
security holders as soon as practicable, but not later than 60
days after the close of the period covered thereby, an earning
statement covering a twelve month period beginning not later than
the first day of the Company's fiscal quarter next following the
Effective Date of the Registration Statement, which earning
statement shall satisfy the provisions of Section 11(a) of the
1933 Act and Rule 158 of the 1933 Act Regulations and which need
not be certified by independent public accountants unless
required by the 1933 Act.
(h) The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the
Prospectus under "Use of Proceeds."
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(i) The Company will prepare, and file or
electronically transmit for filing with the Commission not later
than the second business day following execution and delivery of
this Agreement in accordance with Rule 424(b) of the 1933 Act
Regulations, the Prospectus as amended and supplemented in
relation to the Securities.
(j) The Company, during the period when the Prospectus
is required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the 1934 Act within the time
periods required by the 1934 Act and the 1934 Act Regulations.
SECTION 4. Payment of Expenses. Except as otherwise
provided in this Agreement, the Company will pay all expenses
incident to the performance of its obligations under this
Agreement, including (a) the printing and filing of the
Registration Statement as originally filed and of each amendment
thereto, (b) the reproduction of this Agreement, (c) the
preparation, issuance and delivery of the certificates for the
Securities to the Underwriters, (d) the fees and disbursements of
the Company's counsel and accountants, (e) the qualification of
the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the
fee and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of
the Blue Sky Survey (not to exceed in the aggregate $7,500), (f)
the printing and delivery to the Underwriters of copies of the
Registration Statement as originally filed and of each amendment
thereto, of the preliminary prospectuses, and of the Prospectus
and any amendments or supplements thereto, (g) the reproduction
and delivery to the Underwriters of copies of the Blue Sky Survey
and (h) the fees and expenses incurred in connection with the
listing of the Securities on the New York Stock Exchange.
If this Agreement is terminated by the Underwriters or
by the Company in accordance with the provisions of Section 5
hereof, the Company shall reimburse the Underwriters for all of
their reasonable out-of-pocket expenses, including the reasonable
fees and disbursements of counsel for the Underwriters.
SECTION 5. (A) Conditions of Underwriters' Obligations.
The obligations of the Underwriters hereunder are subject to the
accuracy, truth and correctness, at the date of this Agreement
and at the Closing Time of the representations and warranties of
the Company herein contained, to the performance by the Company
of its obligations hereunder, and to the following further
conditions:
(a) The Registration Statement shall have become
effective. No stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act
or proceedings therefor initiated or threatened by the Commission
and at the Closing Time appropriate orders of the Commission
under the 1935 Act shall be in effect. A supplement to the
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Prospectus relating to the Securities shall have been transmitted
to the Commission for filing pursuant to Rule 424(b) of the 1933
Act Regulations within the prescribed time period and prior to
the Closing Time and the Company shall have provided evidence
satisfactory to the Underwriters of such timely filing.
(b) At the Closing Time, the Underwriters shall have
received:
(1) The favorable opinion, dated as of the
Closing Time, of Berlack, Israels & Liberman LLP, counsel
for the Company, in form and substance satisfactory to
counsel for the Underwriters, to the effect that:
(i) The Company is duly incorporated and is
validly existing as a corporation in good standing
under the laws of the Commonwealth of Pennsylvania and
has corporate authority to own, lease and operate its
properties and to conduct its business as described in
the Prospectus; and the Company is duly qualified as a
foreign corporation to transact business and is in good
standing in the State of New Jersey;
(ii) The authorized, issued and outstanding
capital stock of the Company is as set forth in the
Prospectus under "Certain Consolidated Financial
Information" and "Description of Common Stock," and the
shares of issued and outstanding Common Stock have been
duly authorized and validly issued and are fully paid
and non-assessable;
(iii) The Securities have been duly authorized
for issuance and sale to the Underwriters pursuant to
this Agreement and, when issued and delivered by the
Company pursuant to this Agreement against payment
therefor, will be validly issued and fully paid and
non-assessable;
(iv) The issuance of the Securities pursuant
to this Agreement is not subject to preemptive or other
similar rights arising under the Pennsylvania Business
Corporation Law or under the Articles of Incorporation
or by-laws of the Company;
(v) Each Significant Subsidiary of the
Company is duly incorporated and is validly existing as
a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power
and authority to own, lease and operate its properties
and to conduct its business as described in the
Prospectus and, to the best of their knowledge, is duly
qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which
such qualification is required, except where the
failure to be so qualified would not have a material
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adverse effect on the financial or business condition
or the earnings or business of such Significant
Subsidiaries; all of the issued and outstanding common
stock of each such Significant Subsidiary has been duly
authorized and validly issued, is fully paid and non-
assessable and, to the best of their knowledge, is
owned by the Company directly, free and clear of any
security interest, mortgage, pledge, lien, encumbrance
or claim;
(vi) This Agreement has been duly authorized,
executed and delivered by the Company;
(vii) The Registration Statement is effective
under the 1933 Act and, to the best of their knowledge,
no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by
the Commission;
(viii) The Registration Statement, at the
Effective Date, and the Prospectus, at the date it was
electronically transmitted for filing to the Commission
pursuant to Rule 424(b) and as of the date hereof
(other than the financial statements and supporting
schedules and other financial or statistical data
included or incorporated by reference therein, as to
which no opinion need be rendered) complied as to form
in all material respects with the applicable
requirements of the 1933 Act and the 1933 Act
Regulations; and the Incorporated Documents, at the
time they were filed with the Commission, complied as
to form with the applicable requirements of the 1934
Act and the 1934 Act Regulations;
(ix) The Common Stock conforms to the
description thereof contained in the Prospectus under
the caption "Description of Common Stock", and the form
of certificate used to evidence the Common Stock is in
due and proper form and complies with all applicable
statutory requirements;
(x) To the best of their knowledge, there
are no legal or governmental proceedings pending or
threatened against the Company which are required to be
disclosed in the Prospectus, other than those disclosed
therein;
(xi) To the best of their knowledge, there
are no contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required
to be filed as exhibits to the Registration Statement
other than those filed or incorporated by reference as
exhibits thereto; and
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(xii) No authorization, approval, consent or
order of any court or governmental authority or agency
is required in connection with the sale of the
Securities to the Underwriters, except such as may be
required under the 1933 Act or the 1933 Act
Regulations, the 1935 Act or state securities law; and,
to the best of their knowledge, the execution and
delivery of this Agreement and the consummation of the
transactions contemplated therein will not conflict
with or constitute a breach of, or default under, or
result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of
the Company or any of its Significant Subsidiaries
pursuant to, any material contract, indenture,
mortgage, loan agreement, note, lease or other
instrument to which the Company or any of its
Significant Subsidiaries is a party or by which it or
any of them may be bound, or to which any of the
property or assets of the Company or any of its
Significant Subsidiaries is subject nor will such
action result in any violation of the provisions of the
Articles of Incorporation or by-laws of the Company, or
any law or administrative regulation applicable to the
Company or administrative or court decree binding upon
the Company.
In giving such opinion, Berlack, Israels & Liberman LLP
may rely (i) as to all matters of New Jersey law and legal
conclusions based thereon, upon the opinion of Richard S.
Cohen, Esq., (ii) as to matters of Pennsylvania law and
legal conclusions based thereon regarding Metropolitan
Edison Company, upon the opinion of Ryan, Russell, Ogden &
Seltzer, Reading, Pennsylvania, (iii) as to all other
matters of Pennsylvania law and legal conclusions based
thereon upon the opinion of Ballard Spahr Andrews &
Ingersoll, Philadelphia, Pennsylvania and (iv) as to matters
of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
(2) The favorable opinion, dated as of the
Closing Time, of Winthrop, Stimson, Putnam & Roberts,
counsel for the Underwriters, with respect to the matters
set forth in (iii) and (vi) to (ix), inclusive, of
subsection (b)(1) of this Section, except that, with respect
to the matters referred to in (ix), no opinion need be
expressed as to whether any of the Company's outstanding
shares of Common Stock, other than the Securities, have been
duly authorized or validly issued or are fully paid or non-
assessable.
In giving such opinion, counsel for the Underwriters
may rely (i) as to all matters of New Jersey law and legal
conclusions based thereon, upon the opinion of Richard S.
Cohen, Esq., (ii) as to matters of Pennsylvania law and
legal conclusions based thereon regarding Metropolitan
-12-<PAGE>
Edison Company, upon the opinion of Ryan, Russell, Ogden &
Seltzer, Reading, Pennsylvania, (iii) as to all other
matters of Pennsylvania law and legal conclusions based
thereon upon the opinion of Ballard Spahr Andrews &
Ingersoll, Philadelphia, Pennsylvania and (iv) as to matters
of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
(3) In giving their opinions required by
subsections (b)(1) and (b)(2), respectively, of this
Section, Berlack, Israels & Liberman LLP and Winthrop,
Stimson, Putnam & Roberts shall each additionally state that
nothing has come to their attention that would lead them to
believe that the Registration Statement (except for
financial statements and supporting schedules and other
financial or statistical data included or incorporated by
reference therein, as to which counsel need make no
statement), at the Effective Date or at the date hereof,
contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or
that the Prospectus (except for financial statements and
supporting schedules and other financial or statistical data
included or incorporated by reference therein, as to which
counsel need make no statement), at the date it was
electronically transmitted for filing to the Commission
pursuant to Rule 424 or at the Closing Time, included or
includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading.
(c) At the Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which
information is given in the Registration Statement and the
Prospectus except as otherwise stated or contemplated therein,
any material adverse change in the financial or business
condition or in the earnings, business or business prospects of
the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and
the Underwriters shall have received a certificate of the
President or a Vice President of the Company and of the Chief
Financial or Chief Accounting Officer of the Company, dated as of
the Closing Time, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties
in Section l are accurate, true and correct in all material
respects with the same force and effect as though expressly made
at and as of the Closing Time, (iii) the Company has complied
with all agreements and satisfied all conditions on its part to
be performed or satisfied at or prior to the Closing Time, and
(iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been initiated or, to the best of their
knowledge, threatened by the Commission.
-13-<PAGE>
(d) At the time of the execution of this Agreement the
Underwriters shall have received from the Independent Accountants
a letter dated the date of this Agreement, in form and substance
satisfactory to the Underwriters, confirming, through a specified
date not more than five days prior to the date of this Agreement,
that they are independent certified accountants with respect to
the Company and its subsidiaries within the meaning of the 1933
Act and the 1933 Act Regulations and stating in effect that (i)
in their opinion, the financial statements and supplemental
schedules of the Company and its subsidiaries audited by them and
incorporated by reference in the Prospectus and included or
incorporated by reference in the Company's most recent Annual
Report on Form 10-K comply as to form in all material respects
with the applicable accounting requirements of the 1934 Act and
the 1934 Act Regulations, (ii) on the basis of (1) procedures
performed, as specified by the American Institute of Certified
Public Accountants for a review of interim financial information
as described in SAS No. 71, Interim Financial Information, on the
unaudited balance sheets and related unaudited condensed
statements of income, retained earnings and cash flows of the
Company incorporated by reference in the Registration Statement
and included in the Company's quarterly report on Form 10-Q for
the quarter ended March 31, 1995 (the "Form 10-Q"), (2) a reading
of the latest unaudited operating revenues and net income
included or incorporated by reference in the Prospectus, (3) a
reading of the minutes of the meetings of the stockholders and
the Board of Directors as set forth in the minute books since
December 31, 1994 and (4) inquiries of certain officials of the
Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures do not
constitute an audit made in accordance with generally accepted
auditing standards and would not necessarily reveal matters of
significance with respect to the comments made in such letter,
and accordingly that the Independent Accountants make no
representations as to the sufficiency of such procedures for the
Underwriters' purposes), nothing has come to their attention
which caused them to believe that (A) the unaudited financial
statements included in the Form 10-Q do not comply as to form in
all material respects with the applicable accounting requirements
of the 1934 Act and the 1934 Act Regulations, or that any
material modifications should be made to said unaudited financial
statements for them to be in conformity with generally accepted
accounting principles or (B) on the date of the latest available
financial statements and on a specified date not more than five
days prior to the date of this Agreement, as the case may be,
there was any change in the common stock, preferred stock without
mandatory redemption, preferred stock with mandatory redemption,
subsidiary-obligated manditorily redeemable preferred securities
or long-term debt (except for such stock and long-term debt
acquired for sinking fund purposes or redeemed pursuant to
sinking fund provisions, or changes in obligations under capital
leases incurred in the ordinary course of the Company's business
or as otherwise stated in such letter), of the Company, or any
decrease in its net assets (except as occasioned by the
declaration of dividends), in each case as compared with the
-14-<PAGE>
amounts shown in the most recent balance sheet included in the
most recent Form 10-K or the Form 10-Q, except in all instances
for changes or decreases which the Registration Statement
discloses have occurred or may occur and (iii) on the basis of a
reading of the latest unaudited operating revenues and net income
for the most recent 12-month period included or incorporated by
reference in the Registration Statement, they have derived such
financial information from the audited and unaudited financial
statements included in the Form 10-K or the Form 10-Q
incorporated by reference in the Registration Statement. Such
letter shall also cover such other matters as the Underwriters
may reasonably request.
(e) At the Closing Time the Underwriters shall have
received from the Independent Accountants a letter, dated as of
the Closing Time, in form and substance satisfactory to the
Underwriters, to the effect that they reaffirm the statements
made in the letter furnished pursuant to subsection (d) of this
Section 5(A), except that the specified date referred to therein
shall be a date not more than five days prior to the Closing
Time.
(f) At the Closing Time, counsel for the Underwriters
shall have been furnished with such documents as they may
reasonably require for the purpose of enabling them to pass upon
the issuance and sale of the Securities as herein contemplated
and related proceedings, or in order to evidence the accuracy of
any of the representations or warranties, or the fulfillment of
any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of
the Securities as herein contemplated shall be reasonably
satisfactory in form and substance to counsel for the
Underwriters.
(g) At the Closing Time, the Securities shall have
been approved for listing on the New York Stock Exchange upon
notice of issuance.
If any condition specified in this Section 5(A) shall
not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Underwriters by notice to
the Company at any time at or prior to the Closing Time and such
termination shall be without liability of any party to any other
party except as provided in Section 4 hereof.
(B) Conditions of the Company's Obligations. The
obligations of the Company hereunder are subject to the
performance of the Underwriters of their obligations hereunder,
and to the following additional conditions:
(a) The Registration Statement shall have become
effective and no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act
or proceedings therefor initiated or threatened by the
Commission.
-15-<PAGE>
(b) There shall be in full force and effect
appropriate orders of the Commission under the 1935 Act
authorizing the issuance and sale of the Securities.
If any condition specified in this Section 5(B) shall
not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Company by notice to the
Underwriters at any time at or prior to the Closing Time, and
such termination shall be without liability of any party to any
other party except as provided in Section 4 hereof.
SECTION 6. Indemnification. (a) The Company agrees
to indemnify and hold harmless the Underwriters, their officers,
directors, employees and agents and each person, if any, who
controls the Underwriters within the meaning of Section 15 of the
1933 Act as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of
any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or
any amendment thereto) or the omission or alleged omission
therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary
prospectus or the Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim
whatsoever, based upon any such untrue statement or
omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as
incurred (including, subject to Section 6(c) hereof, the
reasonable fees and disbursements of counsel chosen by the
Underwriters), reasonably incurred in investigating,
preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever,
based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply
to any loss, liability, claim, damage or expense to the extent
-16-<PAGE>
arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the
Underwriters expressly for use in the Registration Statement (or
any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); provided
further, however, that this indemnity shall not inure to the
benefit of the Underwriters, their officers, directors, employees
and agents and each person, if any, who controls the Underwriters
within the meaning of Section 15 of the 1933 Act on account of
any loss, liability, claim, damage or expense arising from the
sale of the Securities to any person if a copy of the Prospectus,
as the same may be supplemented or amended (excluding, however,
any document then incorporated or deemed incorporated therein by
reference), was not sent or given by or on behalf of the
Underwriters to such person with or prior to the written
confirmation of the sale involved and the alleged omission or
alleged untrue statement was corrected in the Prospectus as
supplemented or amended at the time of such confirmation, unless
the failure to send or give the Prospectus as so amended or
supplemented resulted from the Company's failure to comply with
Section 3(e) hereof.
(b) The Underwriters agree to indemnify and hold
harmless the Company, its directors, each of its officers who
signed the Registration Statement, employees, agents and each
person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in
subsection (a) of this Section 6, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or
any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the
Company by the Underwriters expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement
thereto). In case any action shall be brought against the
Company or any person so indemnified based on the Registration
Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement
thereto) and in respect of which indemnity may be sought against
the Underwriters, the Underwriters shall have the rights and
duties given to the Company, and the Company and each person so
indemnified shall have the rights and duties given to the
Underwriters in each case by the provisions of subsection (a) of
this Section 6.
(c) Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such
indemnifying party from any liability that it may have otherwise
than on account of this indemnity agreement. An indemnifying
-17-<PAGE>
party may participate at its own expense in the defense of such
action. If it so elects within a reasonable time after receipt
of such notice, an indemnifying party, jointly with any other
indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it reasonably
satisfactory to such indemnified parties in such action. If an
indemnifying party assumes the defense of such action, the
indemnifying parties shall not be liable for any fees and
expenses of counsel for the indemnified parties incurred
thereafter in connection with such action; provided, however,
that if such indemnified parties reasonably object to such
assumption on the ground that there may be legal defenses
available to them that are different from or in addition to those
available to such indemnifying party, then the reasonable fees
and expenses of separate counsel for the indemnified parties
shall be paid by the indemnifying parties; provided further,
however, that in no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel
(excluding local counsel) for all indemnified parties in
connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances.
SECTION 7. Contribution. In order to provide for just
and equitable contribution in circumstances in which the
indemnity agreement provided for in Section 6 hereof is for any
reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company and
the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by the Company
and one or more Underwriters in respect of such offering in such
proportions as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on
the other hand so that the Underwriters are responsible for that
portion represented by the percentage that the total underwriting
discounts received or deemed to be received by the Underwriters
to the date of such liability bears to the total sales price
received by the Company from the sale of Securities to the date
of such liability, and the Company is responsible for the
balance. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company
on the one hand and the Underwriters of the Securities on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information
-18-<PAGE>
supplied by the Company on the one hand or the Underwriters on
the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission. Notwithstanding the provisions of this subsection
(d), the Underwriters shall not be required to contribute any
amount in excess of the amount by which the total price at which
the applicable Securities underwritten by them and distributed to
the public were offered to the public exceeds the amount of any
damages which the Underwriters have otherwise been required to
pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For
purposes of this Section, each person, if any, who controls the
Underwriters within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as the Underwriters,
and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as the Company.
SECTION 8. Representations, Warranties and Agreements
to Survive Delivery. All representations, warranties and
agreements contained in this Agreement, or contained in
certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the
Underwriters or controlling person, or by or on behalf of the
Company, and shall survive delivery of the Securities to the
Underwriters.
SECTION 9. Termination of Agreement. (a) The
Underwriters may terminate this Agreement, by notice to the
Company, at any time (i) if there has occurred any outbreak of
hostilities, or escalation thereof, or other calamity or crisis,
the effect of which is such as to make it, in the judgment of the
Underwriters, impracticable to market the Securities or to
enforce contracts for the sale of the Securities or (ii) if
trading in the Common Stock has been suspended by the Commission,
or trading generally on the New York Stock Exchange has been
suspended, or there shall have been established any general
limitation on prices for such trading or any general restrictions
on the distribution of securities by such Exchange or by order of
the Commission or any other governmental authority or (iii) if a
banking moratorium has been declared by either Federal or New
York authorities.
(b) If this Agreement is terminated pursuant to this
Section 9, such termination shall be without liability of any
party to any other party except as provided in Sections 4 and 6
hereof.
SECTION 10. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
-19-<PAGE>
to have been duly given if mailed or transmitted by telecopy
confirmed in writing. Notices to the Underwriters shall be
directed to Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004, Attention: Registration Department; notices to the
Company shall be directed to it to the attention of Terrance G.
Howson, Vice President and Treasurer, GPU Service Corporation,
100 Interpace Parkway, Parsippany, New Jersey 07054, with a copy
thereof to Douglas E. Davidson, Esq., Berlack, Israels & Liberman
LLP, 120 West 45th Street, 29th Floor, New York, New York 10036.
SECTION 11. Parties. This Agreement shall inure to
the benefit of and be binding upon the Underwriters and the
Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Underwriters
and the Company and their respective successors and the
controlling persons, officers, directors, employees and agents
referred to in Section 6 hereof and their heirs and legal
representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of
the Underwriters and the Company and their respective successors,
and said controlling persons, officers, directors, employees and
agents and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of
Securities from the Underwriters shall be deemed to be a
successor by reason merely of such purchase.
SECTION 12. Governing Law and Time. This Agreement
shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be
performed in such State. Specified times of day refer to New
York City time.
-20-<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the
Underwriters and the Company in accordance with its terms.
Very truly yours,
GENERAL PUBLIC UTILITIES
CORPORATION
By: /s/Terrance G. Howson
Terrance G. Howson
Vice President and Treasurer
CONFIRMED AND ACCEPTED,
as of the date first above written:
By: /s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)<PAGE>
