Post-Effective Amendment No. 1 to
SEC File No. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
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 Douglas E. Davidson, Esq.
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)
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GPU hereby post-effectively amends its Application on Form
U-1, docketed in SEC File No. 70-8593, as follows:
A. By Order dated July 6, 1995 (HCAR No. 35-26326) (the
"Order"), the Commission authorized GPU to acquire the securities
of subsidiary companies (each, a "Subsidiary Company") which
would, in turn, acquire the securities or other interests of one
or more foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs"; together with FUCOs, "Exempt
Entities"). The Subsidiary Companies would not themselves be
Exempt Entities. The Order also authorized GPU to make
investments in one or more Subsidiary Companies from time to time
through December 31, 1997 in an aggregate amount of up to $200
million ("Investment Cap").
B. In addition, the Order authorized GPU to make
investments directly in Exempt Entities from time to time through
December 31, 1997, subject to the limit of the Investment Cap.
C. Although at September 30, 1995, GPU had not made any
investments pursuant to the Order, GPU is actively pursuing a
number of FUCO and EWG investment opportunities which, if
successful in whole or in part, would rapidly exhaust the $200
million Investment Cap.
D. Accordingly, GPU now proposes to increase the
Investment Cap to $500 million. GPU believes such expanded
authorization is necessary to provide GPU with sufficient
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flexibility to pursue investments in Exempt Entities both
domestically and internationally.
E. Investments in Subsidiary Companies may take the form
of cash capital contributions;(1) loans evidenced by promissory
notes; guarantees by GPU of the principal of or interest on any
promissory notes or other evidences of indebtedness or
obligations of any Subsidiary Company, or of GPU's undertaking to
contribute equity to a Subsidiary Company; assumption of liabili-
ties of a Subsidiary Company; and reimbursement agreements with
banks entered into to support letters of credit delivered as
security for GPU's equity contribution obligation to a Subsidiary
Company or otherwise in connection with a Subsidiary Company's
project development activities.
F. As stated in the Order, investments by GPU directly in
Exempt Entities would take the form of (i) guarantees of the
indebtedness or other obligations of one or more Exempt Entities;
(ii) assumption of liabilities of one or more Exempt Entities;
and
________________________________________________
(1) Rules 52(b) and 45(b)(4) would generally exempt from prior
Commission authorization under the Act the making by GPU of cash
capital contributions to Subsidiary Companies, except in
connection with the acquisition by GPU of securities of a new
Subsidiary Company as provided by Rule 52(d) ("New Sub
Contributions"). Accordingly, cash capital contributions by GPU
to Subsidiary Companies will be subject to the limit of the
Investment Cap only to the extent they constitute New Sub
Contributions. In addition, open account advances without
interest by GPU to Subsidiary Companies are now exempt from prior
Commission authorization under Rule 45(b)(4) and are thus not
subject to the limitation of the Investment Cap.
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(iii) guarantees and letter of credit reimbursement agreements in
support of equity contribution obligations or otherwise in
connection with project development activities for one or more
Exempt Entities. (i) In all other respects, the authorization
as heretofore granted by the Commission under the Order would
remain unchanged.
G. GPU would obtain the funds for any direct or indirect
investment in any Subsidiary Company or Exempt Entity from
available cash or as the Commission may otherwise authorize by
separate order. GPU is not requesting authority herein to issue
any additional securities for the purpose of funding the
acquisition of any Subsidiary Companies or Exempt Entities.
H. Any direct or indirect investment by GPU in any
Subsidiary Companies would be made only if, at the time thereof
and after giving effect thereto, GPU's "aggregate investment,"
determined in accordance with Rule 53(a)(1)(i), in all FUCOs,
EWGs and Subsidiary Companies does not exceed 50% of GPU's
"consolidated retained earnings," as defined in Rule
53(a)(1)(ii). In addition, GPU will limit its direct and
indirect investment in any particular Subsidiary Company to an
amount which does not exceed that reasonably required in
connection with making the underlying investment in any Exempt
Entities with respect to which such Subsidiary Company was
organized or formed, taking into account development
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expenditures, working capital needs, and cash reserves required
to be maintained in accordance with any related financing
agreements.
I. GPU submits that all of the criteria of Rules 53 and 54
under the Act with respect to the proposed transactions are
satisfied.
(i) The average consolidated retained earnings
for GPU and its subsidiaries, as reported for the four
most recent quarterly periods in GPU's Annual Report on
Form 10-K for the year ended December 31, 1994 and
Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1994, March 31, 1995 and June 30, 1995,
as filed under the Securities Exchange Act of 1934, was
approximately $1.82 billion. At the date hereof, GPU
had invested, or committed to invest, directly or
indirectly, an aggregate of approximately $60.4 million
in EWGs and $344,000 in FUCOs, representing
approximately 3% of such average consolidated retained
earnings. GPU's aggregate investments in EWGs and
FUCOs, including amounts invested pursuant to all other
outstanding or pending authorizations ($500 million in
SEC File No. 70-7727, $30 million in SEC File No. 70-
8369, $130 million in SEC File No. 70-8455 and $200
million in SEC File No. 70-7926), together with the
authorization requested herein, will not at any time
exceed the 50% limitation in Rule 53.
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(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in
which it directly or indirectly holds an interest. (A)
For each United States EWG in which GPU directly or
indirectly holds an interest:
(1) the books and records for such EWG
will be kept in conformity with United States
generally accepted accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with the GAAP; and
(3) GPU directly or through its subsid-
iaries undertakes to provide the Commission access
to such books and records and financial statements
as the Commission may request.
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with
GAAP; and
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(3) GPU directly or through its subsid-
iaries undertakes to provide the Commission access
to such books and records and financial
statements, or copies thereof in English, as the
Commission may request.
(C) For each FUCO or foreign EWG in which
GPU owns 50% or less of the voting securities, GPU directly
or through its subsidiaries will proceed in good faith, to
the extent reasonable under the circumstances, to cause
(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of such entity
to be prepared in accordance with GAAP; and
(3) access by the Commission to such books
and records and financial statements (or copies
thereof) in English as the Commission may request
and, in any event, GPU will provide the Commission
on request copies of such materials as are made
available to GPU and its subsidiaries. If and to
the extent that such entity's books, records or
financial statements are not maintained in accor-
dance with GAAP, GPU will, upon request of the
Commission, describe and quantify each material
variation therefrom as and to the extent required
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by subparagraphs (a) (2) (iii) (A) and (a) (2)
(iii) (B) of Rule 53.
(iii) No more than 2% of GPU's domestic public
utility subsidiary employees will render any services,
directly or indirectly, to EWGs and FUCOs in which GPU
directly or indirectly holds an interest.
(iv) Copies of this Application on Form U-1 are
being provided to the New Jersey Board of Public Utilities,
the Pennsylvania Public Utility Commission and the New York
Public Service Commission, the only federal, state or local
regulatory agencies having jurisdiction over the retail
rates of GPU's electric utility subsidiaries. In addition,
GPU will submit to each such commission copies of any Rule
24 certificates required hereunder, as well as a copy of
Item 9 of GPU's Form U5S and Exhibits G and H thereof
(commencing with the Form U5S to be filed for the calendar
year in which the authorization herein requested is
granted).
(v) None of the provisions of paragraph (b) of
Rule 53 render paragraph (a) of that Rule unavailable for
the proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is
the subject of any pending bankruptcy or similar
proceeding.
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(B) GPU's average consolidated retained
earnings for the four most recent quarterly
periods (approximately $1.82 billion) represented
a decrease of approximately $20 million (or
approximately 1.1%) in the average consolidated
retained earnings for the previous four quarterly
periods (approximately $1.84 billion).
(C) GPU did not incur operating losses from
direct or indirect investments in EWGs and FUCOs
in 1994 in excess of 5% of GPU's December 31, 1994
consolidated retained earnings.
J. The estimated fees, commissions and expenses to be
incurred by GPU in connection with the proposed transactions will
be filed by amendment.
K. Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and
Rules 45, 52, 53 and 54 thereunder are applicable to the
transactions proposed herein.
L. 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.
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M. It is requested that the Commission issue an order with
respect to the transactions proposed herein at the earliest prac-
ticable date but, in any event, not later than December 15, 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.
N. The following exhibits and financial statements are
filed in Item 6 hereof:
1. (a) Exhibits:
F-1(a) - Opinion of Berlack, Israels &
Liberman LLP -- to be filed by
amendment.
F-2(a) - Opinion of Ballard Spahr Andrews &
Ingersoll -- to be filed by
amendment.
G - Financial Data Schedule -- to be
filed by amendment.
H - Proposed form of public notice.
(b) Financial Statements:
1 - GPU Consolidated Balance Sheets,
actual and pro forma, as at June
30, 1995 and Consolidated State-
ments of Income and Retained
Earnings, actual and pro forma, for
the twelve months ended June 30,
1995; pro forma journal entries --
to be filed by amendment.
2 - GPU (Corporate) Balance Sheets,
actual and pro forma, as at June
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30, 1995 and Consolidated
Statements of Income and Retained
Earnings, actual and pro forma, for
the twelve months ended June 30,
1995; pro forma journal entries --
to be filed by amendment.
3 - Not Applicable.
4 - Statement of Material Changes since
the date of the balance sheets
which are not reflected in the
notes to the financial statements -
None.
O. The proposed transactions will be carried out for the
purpose of financing GPU's business activities. As such, the
issuance of an order by your Commission with respect to the
proposed transactions which are the subject hereof is not a major
Federal action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions which are the subject hereof.
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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 UNDER-
SIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By: ________________________________
T.G. Howson
Vice President and Treasurer
Date: October 16, 1995
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EXHIBIT TO BE FILED BY EDGAR
Exhibit:
H - Proposed form of public notice<PAGE>
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_______; 70-8593)
GENERAL PUBLIC UTILITIES CORPORATION
General Public Utilities Corporation ("GPU"), 100 Interpace
Parkway, Parsippany, New Jersey 07054, a registered holding
company ("GPU"), has filed a post-effective amendment under
Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 45, 52,
53 and 54 thereunder.
By Order dated July 6, 1995 (HCAR No. 35-26326) (the
"Order"), the Commission authorized GPU to acquire the securities
of subsidiary companies (each, a "Subsidiary Company") which
would, in turn, acquire the securities or other interests of one
or more foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs"; together with FUCOs, "Exempt
Entities"). The Subsidiary Companies would not themselves be
Exempt Entities. The Order also authorized GPU to make
investments in one or more Subsidiary Companies from time to time
through December 31, 1997 in an aggregate amount of up to $200
million ("Investment Cap").
In addition, the Order authorized GPU to make investments
directly in Exempt Entities from time to time through December
31, 1997, subject to the limit of the Investment Cap.
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Although at September 30, 1995, GPU had not made any
investments pursuant to the Order, GPU is actively pursuing a
number of FUCO and EWG investment opportunities which, if
successful in whole or in part, would rapidly exhaust the $200
million Investment Cap.
Accordingly, GPU now proposes to increase the Investment Cap
to $500 million. GPU believes such expanded authorization is
necessary to provide GPU with sufficient flexibility to pursue
investments in Exempt Entities both domestically and inter-
nationally.
Investments in Subsidiary Companies may take the form of
cash capital contributions;(1) loans evidenced by promissory
notes; guarantees by GPU of the principal of or interest on any
promissory notes or other evidences of indebtedness or
obligations of any Subsidiary Company, or of GPU's undertaking to
contribute equity to a Subsidiary Company; assumption of liabili-
ties of a Subsidiary Company; and reimbursement agreements with
banks entered into to support letters of credit delivered as
security for GPU's equity contribution obligation to a Subsidiary
Company or otherwise in connection with a Subsidiary Company's
project development activities.
________________________________________________
(1) Rules 52(b) and 45(b)(4) would generally exempt from prior
Commission authorization under the Act the making by GPU of cash
capital contributions to Subsidiary Companies, except in
connection with the acquisition by GPU of securities of a new
Subsidiary Company as provided by Rule 52(d) ("New Sub
Contributions"). Accordingly, cash capital contributions by GPU
to Subsidiary Companies will be subject to the limit of the
Investment Cap only to the extent they constitute New Sub
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Contributions. In addition, open account advances without
interest by GPU to Subsidiary Companies are now exempt from prior
Commission authorization under Rule 45(b)(4) and are thus not
subject to the limitation of the Investment Cap.
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As stated in the Order, investments by GPU directly in
Exempt Entities would take the form of (i) guarantees of the
indebtedness or other obligations of one or more Exempt Entities;
(ii) assumption of liabilities of one or more Exempt Entities;
and (iii) guarantees and letter of credit reimbursement
agreements in support of equity contribution obligations or
otherwise in connection with project development activities for
one or more Exempt Entities.
In all other respects, the authorization as heretofore
granted by the Commission under the Order would remain unchanged.
GPU would obtain the funds for any direct or indirect
investment in any Subsidiary Company or Exempt Entity from
available cash or as the Commission may otherwise authorize by
separate order. GPU is not requesting authority herein to issue
any additional securities for the purpose of funding the acquisi-
tion of any Subsidiary Companies or Exempt Entities.
Any direct or indirect investment by GPU in any Subsidiary
Companies would be made only if, at the time thereof and after
giving effect thereto, GPU's "aggregate investment," determined
in accordance with Rule 53(a)(1)(i), in all FUCOs, EWGs and
Subsidiary Companies does not exceed 50% of GPU's "consolidated
retained earnings," as defined in Rule 53(a)(1)(ii). In
addition, GPU will limit its direct and indirect investment in
any particular Subsidiary Company to an amount which does not
exceed that reasonably required in connection with making the
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underlying investment in any Exempt Entities with respect to
which such Subsidiary Company was organized or formed, taking
into account development expenditures, working capital needs, and
cash reserves required to be maintained in accordance with any
related financing agreements.
GPU submits that all of the criteria of Rules 53 and 54
under the Act with respect to the proposed transactions are
satisfied.
The post-effective amendment 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
__________, 1995, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
applicant at the addresses above. Proof of service (by
affidavit, or in case of an 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 issued in this matter. After said date, the post-effective
amendment, as it may be amended, may be granted.
Jonathan G. Katz
Secretary
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