Registration No. 33-56475
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
GENERAL PUBLIC UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 13-5516989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(201) 263-6500
(Address, including zip code, and telephone number, including
area code, of principal executive office)
TERRANCE G. HOWSON
Vice President and Treasurer
General Public Utilities Corporation
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(201) 263-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
DOUGLAS E. DAVIDSON, ESQ. STEPHEN K. WAITE, ESQ.
Berlack, Israels & Liberman LLP Winthrop, Stimson, Putnam & Roberts
120 West 45th Street One Battery Park Plaza
New York, New York 10036-4003 New York, New York 10004-1490
(212) 704-0100 (212) 858-1000
____________________
Approximate date of commencement of proposed sale to the
public: to be determined by market conditions after the
effective date of this Registration Statement.
____________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box: /X/
_________________
<PAGE>
This Registration Statement shall hereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
on such date as the Commission, acting pursuant to said Section
8(a), may determine.<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 6, 1995
PROSPECTUS
5,000,000 SHARES
GENERAL PUBLIC UTILITIES CORPORATION
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
____________________
General Public Utilities Corporation (the "Company") may
offer, from time to time, up to 5,000,000 shares (the "Additional
Common Stock") of its Common Stock, par value $2.50 per share.
The Additional Common Stock may be offered in amounts, at prices
and on terms to be determined at the time of offering, which will
be set forth in a Prospectus Supplement relating thereto (a
"Prospectus Supplement"). The Common Stock of the Company is,
and the Additional Common Stock is expected to be upon notice of
issuance, listed on the New York Stock Exchange (Symbol: GPU).
On June 5, 1995, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $30 7/8 per
share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The Additional Common Stock may be sold to or through
underwriters or dealers as designated from time to time. In
addition, the Company may sell the Additional Common Stock to one
or more agents for its or their own accounts or for resale. See
"Plan of Distribution". The names of any such underwriters,
agents or dealers involved in the sale of the Additional Common
Stock in respect of which this Prospectus is being delivered, the
number of shares of Additional Common Stock to be purchased by
any such underwriters, dealers or agents and any applicable
commissions or discounts, or other terms of the offering, will be
set forth in a Prospectus Supplement. The net proceeds to the
Company will also be set forth in a Prospectus Supplement.
The date of this Prospectus is ___________, 1995.<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
_______________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices at 500 West Madison Street, Chicago, Illinois 60661 and
Seven World Trade Center, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material can also be
inspected at the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where the Company's Common Stock is
listed.
________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN
WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
____________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission pursuant to the 1934 Act are incorporated herein
by reference:
The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
The Company's Current Report on Form 8-K dated April 20,
1995.
2<PAGE>
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the Additional Common Stock shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
____________________
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO: INVESTOR RELATIONS, GENERAL
PUBLIC UTILITIES CORPORATION, 100 INTERPACE PARKWAY, PARSIPPANY,
NEW JERSEY 07054-1149, (201) 263-6600.
3<PAGE>
CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(Dollars In Thousands, Except Per Share Data)
Twelve
Years Ended December 31, Months Ended
March
31, 1995
1992 1993 1994 (unaudited)
Income Summary:
Operating
Revenues $3,434,153 $3,596,090 $3,649,516 $3,626,279
Net Income 251,636 295,673 163,688 116,283
Earnings Per
Share 2.27 2.65 1.42 1.00
March 31, 1995
(unaudited)
December 31, 1994 Actual As Adjusted(2)
Amount % Amount % Amount %
Capital
Structure:
Long-Term
Debt
(includ-
ing un-
amortized
net dis-
count) (3)$2,436,582 44.6% $2,576,644 45.3% $2,576,644 43.2%
Subsidiary-
Obligated
Mandatorily
Redeemable
Preferred
Securities 205,000 3.8 205,000 3.6 330,000 5.5
Preferred
Stock
(includ-
ing
premium) 248,116 4.5 248,116 4.4 248,116 4.2
Common
Equity(4) 2,572,584 47.1 2,659,825 46.7 2,814,258 47.1
Total $5,462,282 100.0% $5,689,585 100.0% $5,969,018 100.0%
4<PAGE>
____________________
(1) This information should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
(2) Reflects the sale of the Additional Common Stock offered
hereby, the sale in April 1995 of 1,898 shares of Common
Stock pursuant to the Company's Dividend Reinvestment and
Stock Purchase Plan and the issuance and sale in May 1995 of
$125,000,000 stated value of mandatorily redeemable
preferred securities by a subsidiary of the Company.
(3) Includes obligations due within one year.
(4) The Company has 350,000,000 shares of Common Stock
authorized, of which 115,265,134 shares were outstanding at
March 31, 1995.
5<PAGE>
THE COMPANY
The Company, a Pennsylvania corporation organized in 1946,
is a holding company registered under the Public Utility Holding
Company Act of 1935 (the "1935 Act"). The Company does not
operate any utility properties directly, but owns all of the
outstanding common stock of three electric utilities serving
customers in New Jersey -- Jersey Central Power & Light Company
("JCP&L") -- and Pennsylvania -- Metropolitan Edison Company
("Met-Ed") and Pennsylvania Electric Company ("Penelec"). The
business of these subsidiaries (the "Subsidiaries") consists
predominantly of the generation, transmission, distribution and
sale of electricity. The Company also owns all of the common
stock of GPU Service Corporation, a service company; GPU Nuclear
Corporation, which operates and maintains the nuclear units of
the Subsidiaries; and Energy Initiatives, Inc. and EI Power,
Inc., which develop, operate and invest in cogeneration and other
non-utility power production facilities. The Company and the
Subsidiaries are seeking approval from the Commission to organize
GPU Generation Corporation as a wholly-owned subsidiary of the
Company to operate and maintain the Subsidiaries' fossil-fueled
and hydroelectric generating facilities. Met-Ed owns all of the
common stock of York Haven Power Company, the owner of a small
hydroelectric generating station. Penelec owns all of the common
stock of the Waverly Electric Light & Power Company, the owner of
electric distribution facilities in the Village of Waverly, New
York that are leased to Penelec. The Subsidiaries own all of the
common stock of the Saxton Nuclear Experimental Corporation,
which owns a small demonstration nuclear reactor that has been
partially decommissioned. The income of the Company consists
almost exclusively of earnings on the common stock of the
Subsidiaries.
As a registered holding company, the Company is subject to
regulation by the Commission under the 1935 Act. Each
Subsidiary's retail rates, conditions of service and issuance of
securities, as well as other matters relating to each Subsidiary,
are subject to regulation in the state in which such Subsidiary
operates -- in New Jersey by the New Jersey Board of Public
Utilities and in Pennsylvania by the Pennsylvania Public Utility
Commission. The Nuclear Regulatory Commission regulates the
construction, ownership and operation of nuclear generating
stations. The Subsidiaries are also subject to wholesale and
transmission rate and other regulation by the Federal Energy
Regulatory Commission under the Federal Power Act.
The electric generating and transmission facilities of the
Subsidiaries are physically interconnected and are operated as a
single integrated and coordinated system serving a population of
approximately 5 million in New Jersey and Pennsylvania. For the
year 1994, the Subsidiaries' revenues were about equally divided
between Pennsylvania customers and New Jersey customers. During
1994, residential sales accounted for about 42% of operating
revenues from customers and 36% of kilowatt-hour (KWH) sales to
customers; commercial sales accounted for about 34% of operating
6<PAGE>
revenues from customers and 32% of KWH sales to customers;
industrial sales accounted for about 22% of operating revenues
from customers and 29% of KWH sales to customers; and sales to
rural electric cooperatives, municipalities (primarily for street
and highway lighting) and others accounted for about 2% of
operating revenues from customers and 3% of KWH sales to
customers. The Subsidiaries also make interchange and spot
market sales of electricity to other utilities.
The area served by the Subsidiaries extends from the
Atlantic Ocean to Lake Erie, is generally comprised of small
communities, rural and suburban areas and includes a wide
diversity of industrial enterprises, as well as substantial
farming areas. The Subsidiaries' transmission facilities are
physically interconnected with neighboring nonaffiliated
utilities in Pennsylvania, New Jersey, Maryland, New York and
Ohio. The Subsidiaries are members of the Pennsylvania-New
Jersey-Maryland Interconnection (PJM) and the Mid-Atlantic Area
Council, an organization providing coordinated review of the
planning by utilities in the PJM area. The interconnection
facilities are used for substantial capacity and energy
interchange and purchased power transactions as well as emergency
assistance.
The Company's address is 100 Interpace Parkway, Parsippany,
New Jersey 07054-1149 and its telephone number is (201) 263-6500.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York
Stock Exchange. The following table shows the range of the high
and low sales prices of the Common Stock based on New York Stock
Exchange Composite Transactions as reported in The Wall Street
Journal and the dividends paid for the periods indicated.
Dividends
Year High Low Per Share
1993 First Quarter $30 1/4 $25 3/4 $.40
Second Quarter 32 3/8 28 5/8 .425
Third Quarter 34 3/4 31 5/8 .425
Fourth Quarter 34 28 3/4 .425
1994 First Quarter 30 7/8 27 5/8 .425
Second Quarter 31 5/8 26 .45
Third Quarter 27 1/2 23 3/4 .45
Fourth Quarter 26 7/8 24 .45
1995 First Quarter 30 5/8 26 1/4 .45
On June 5, 1995, the closing price of the Common Stock was
$30 7/8 per share.
7<PAGE>
Dividend declaration dates are the first Thursdays of April,
June, October and December. Dividend payment dates fall on the
last Wednesdays of February, May, August and November.
USE OF PROCEEDS
The net proceeds of the sale of the Additional Common Stock
will be used by the Company to make cash capital contributions to
its subsidiaries, which in turn will apply such funds (i) to
repay outstanding indebtedness, (ii) to redeem outstanding senior
securities, (iii) for construction purposes, (iv) for other
corporate purposes or (v) to reimburse their treasuries for funds
previously expended therefrom for such purposes. A portion of
the net proceeds may also be used to reimburse the Company's
treasury for funds previously expended therefrom to make such
capital contributions, to repay outstanding indebtedness of the
Company, and for other corporate purposes.
DESCRIPTION OF COMMON STOCK
The holders of Common Stock, the only class of authorized
capital stock of the Company, are entitled to pro rata dividends
when and if declared by the Board of Directors. Each share is
entitled to cumulative voting at all elections of directors and
to one vote for all other purposes and to share pro rata in the
Company's net assets in the event of liquidation.
The outstanding shares of the Company's Common Stock are,
and, upon the issuance thereof and payment therefor, the shares
of Additional Common Stock so issued will be, fully paid and non-
assessable. The outstanding shares of the Company's Common Stock
are listed on the New York Stock Exchange, and it is expected
that the Additional Common Stock will be listed on the Exchange
upon notice of issuance.
The Company has 350,000,000 authorized shares of Common
Stock, par value $2.50 per share. At March 31, 1995, 115,265,134
shares were issued and outstanding. Stockholders have no
preemptive rights to subscribe for shares of Common Stock.
The Transfer Agent and Registrar for the Common Stock is
Chemical Bank, New York, New York.
8<PAGE>
PLAN OF DISTRIBUTION
The Company may offer or sell Additional Common Stock to one
or more underwriters for public offering and sale by them. In
addition, the Company may sell the Additional Common Stock to one
or more agents for its or their own accounts or for resale. The
Company may sell Additional Common Stock as soon as practicable
after effectiveness of the Registration Statement, provided that
favorable market conditions exist. Any such underwriter or agent
involved in the offer and sale of the Additional Common Stock
will be named in an applicable Prospectus Supplement.
Underwriters may offer and sell the Additional Common Stock
at a fixed price or prices, which may be changed, or from time to
time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Additional Common Stock,
underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions.
Underwriters may sell Additional Common Stock in block
transactions to certain institutions or to or through dealers,
and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Any
agent or agents may resell the Additional Common Stock to one or
more investors at varying prices related to prevailing market
prices at the time of resale, as determined by such agent or
agents.
Any underwriting compensation paid by the Company to
underwriters in connection with the offering of Additional Common
Stock, any discounts, concessions or commissions allowed by
underwriters to participating dealers, any discounts or
commissions allowed or paid to any agents and any other terms of
the offering will be set forth in an applicable Prospectus
Supplement. Underwriters, agents and dealers participating in
the distribution of the Additional Common Stock may be deemed to
be underwriters, and any discounts and commissions received by
them and any profit realized by them on resale of the Additional
Common Stock may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933. Underwriters,
agents and dealers may be entitled, under agreement with the
Company, to indemnification against and contribution toward
certain liabilities, including liabilities under the Securities
Act of 1933, and to reimbursement by the Company for certain
expenses.
Underwriters, agents and dealers may engage in transactions
with, or perform services for, the Company and/or any of its
affiliates in the ordinary course of business.
EXPERTS
The consolidated financial statements and financial
statement schedules included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 are incorporated
9<PAGE>
herein by reference in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority
of said firm as experts in auditing and accounting. The report
of Coopers & Lybrand L.L.P., included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994
incorporated herein by reference, contains explanatory paragraphs
related to a contingency which has resulted from the accident at
Unit No. 2 of the Three Mile Island nuclear generating station
and the required adoption of the provisions of the Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes", and the provisions of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" in
1993.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by
Berlack, Israels & Liberman LLP, New York, New York and for any
underwriters or agents by Winthrop, Stimson, Putnam & Roberts,
New York, New York. Berlack, Israels & Liberman LLP and
Winthrop, Stimson, Putnam & Roberts may rely on Ballard Spahr
Andrews & Ingersoll, Philadelphia, Pennsylvania with respect to
matters of Pennsylvania law. Members and attorneys of Berlack,
Israels & Liberman LLP own an aggregate of 12,595 shares of the
Company's Common Stock. In addition, one such member holds 986
such shares as custodian for his children.
10<PAGE>
No dealer, salesperson or any other
person has been authorized to give
any information or to make any
representations, other than those
contained in this Prospectus, in
connection with the offer contained
herein, and, if given or made, such
other information or representations 5,000,000 Shares
must not be relied upon as having
been authorized by the Company or by General Public
any underwriter, agent or dealer Utilities Corporation
for the Additional Common Stock.
Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, Common Stock
create any implication that there has $2.50 par value
been no change in the affairs of the
Company since the date as of which
information is given in this
Prospectus. This Prospectus does
not constitute an offer to sell or
a solicitation of an offer to buy
by anyone in any jurisdiction in
which the person making such offer
or solicitation is not qualified to
do so or to anyone to whom it is
unlawful to make such offer or
solicitation.
_______________ ________
PROSPECTUS
________
TABLE OF CONTENTS
Prospectus
Page
Available Information . . . . . . . .
Incorporation of Certain
Documents by Reference . . . . . .
Certain Consolidated Financial
Information . . . . . . . . . . . .
The Company . . . . . . . . . . . . .
Price Range of Common Stock
and Dividends . . . . . . . . . . . _________, 1995
Use of Proceeds . . . . . . . . . . .
Description of Common Stock . . . . .
Plan of Distribution . . . . . . . .
Experts . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . .
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
1 -Purchase Agreement - To be filed by amendment or
as an exhibit to a Form 8-K filed subsequent to
the effective date of this Registration Statement.
3(i)-A -Articles of Amendment to Articles of
Incorporation of the Company - Incorporated by
reference to Exhibit A-4 to Certificate Pursuant
to Rule 24, SEC File No. 70-8569.
5-A -Opinion of Berlack, Israels & Liberman LLP.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll.
23-A -Consent of Berlack, Israels & Liberman LLP -
Included in its opinion filed as Exhibit 5-A.
23-B -Consent of Ballard Spahr Andrews & Ingersoll.
Included in its opinion filed as Exhibit 5-B.
24-A -Certified copy of resolution of the Company's
Board of Directors authorizing attorney-in-fact to
sign the registration statement.
____________________
The Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
II-1<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Parsippany-Troy
Hills, State of New Jersey on the 6th day of June, 1995.
GENERAL PUBLIC UTILITIES CORPORATION
By: *
J. R. Leva, President
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the registration statement has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
* Chairman (Principal June 6, 1995
(J.R. Leva) Executive Officer),
President and Director
* Senior Vice President June 6, 1995
(J.G. Graham) (Principal Financial
Officer)
* Vice President and June 6, 1995
(F.A. Donofrio) Comptroller (Principal
Accounting Officer)
* Director June 6, 1995
(L.J. Appell, Jr.)
* Director June 6, 1995
(D.J. Bainton)
* Director June 6, 1995
(T.H. Black)
* Director June 6, 1995
(H.F. Henderson, Jr.)
* Director June 6, 1995
(J.M. Pietruski)
* Director June 6, 1995
(C.A. Rein)
* Director June 6, 1995
(P.R. Roedel)
II-2<PAGE>
* Director June 6, 1995
(C.A.H. Trost)
* Director June 6, 1995
(P.K. Woolf)
*By:_______________________
Terrance G. Howson,
Attorney-in-fact
II-3<PAGE>
EXHIBIT INDEX
Item 16. Exhibits.
1 -Purchase Agreement - To be filed by amendment or
as an exhibit to a Form 8-K filed subsequent to
the effective date of this Registration Statement.
3(i)-A -Articles of Amendment to Articles of
Incorporation of the Company - Incorporated by
reference to Exhibit A-4 to Certificate Pursuant
to Rule 24, SEC File No. 70-8569.
5-A -Opinion of Berlack, Israels & Liberman LLP.
5-B -Opinion of Ballard Spahr Andrews & Ingersoll.
23-A -Consent of Berlack, Israels & Liberman LLP -
Included in its opinion filed as Exhibit 5-A.
23-B -Consent of Ballard Spahr Andrews & Ingersoll.
Included in its opinion filed as Exhibit 5-B.
24-A -Certified copy of resolution of the Company's
Board of Directors authorizing attorney-in-fact to
sign the registration statement.
____________________
The Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission and which are
designated in prior filings as noted above are hereby
incorporated by reference and made a part hereof with the same
effect as if filed herewith.
II-4<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
5-A - Opinion of Berlack, Israels & Liberman LLP.
5-B - Opinion of Ballard Spahr Andrews & Ingersoll.
24-A - Certified copy of resolution of the Company's
Board of Directors authorizing attorney-in-
fact to sign the registration statement.<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
Exhibit 5-A
June 6, 1995
General Public Utilities Corporation
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
Re: Registration Statement on Form S-3
Dear Sirs:
General Public Utilities Corporation (the "Company")
has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"1933 Act"), a Registration Statement on Form S-3 (the
"Registration Statement"), dated November 15, 1994, and Amendment
No. 1 thereto, dated today's date, of which this opinion is to be
a part, relating to the proposed issuance and sale by the Company
of up to 5,000,000 shares of Common Stock, par value $2.50 (the
"Additional Common Stock").
We have been counsel to the Company for many years. In
such capacity, we are familiar with the affairs of the Company
and the transactions that are the subject matter of the
Registration Statement. We have examined such corporate records
of the Company and such other instruments, documents,
certificates and agreements and made such further investigation
as we have deemed necessary as a basis for this opinion. With
respect to all matters of Pennsylvania law, we have relied on the
opinion of Ballard Spahr Andrews & Ingersoll filed as Exhibit 5-B
to the Registration Statement.
For purposes of this opinion, we have assumed that (1)
the proposed transactions are carried out on the basis set forth
in the Registration Statement and in conformity with the
requisite authorizations, approvals, consents or exemptions under
the securities laws of the various States and other jurisdictions
of the United States, (2) the Commission shall have issued an
order declaring effective the Registration Statement under the
1933 Act and (3) the sale of the Additional Common Stock does not
violate Section 12(f) of the Public Utility Holding Company Act
of 1935, as amended, or Rule 70 thereunder.<PAGE>
Securities and Exchange Commission
June 6, 1995
Page 2
Based upon the foregoing, we are of the opinion that,
subject to the foregoing assumptions and qualifications, the
shares of Additional Common Stock to be issued and sold in
accordance with the Registration Statement, when properly issued,
delivered and paid for, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and as a part thereof. We
also consent to the reference to our firm under "Legal Matters"
in the Prospectus which is a part of the Registration Statement.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit 5-B
June 6, 1995
General Public Utilities Corporation
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
Re: Registration Statement on Form S-3
Dear Sirs:
General Public Utilities Corporation (the "Company")
has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"1933 Act"), a Registration Statement on Form S-3 (the
"Registration Statement"), dated November 15, 1994, and Amendment
No. 1 thereto, dated today's date, of which this opinion is a
part, relating to the proposed issuance and sale by the Company
of up to 5,000,000 shares of Common Stock, par value $2.50 (the
"Additional Common Stock").
We have been Pennsylvania counsel to the Company, a
Pennsylvania corporation, for many years. In such capacity, we
have reviewed various proceedings taken and proposed to be taken
in connection with the issuance of the Additional Common Stock.
We have examined such corporate records of the Company and such
other instruments, documents, certificates and agreements and
made such further investigation as we have deemed necessary as a
basis for this opinion.
For purposes of this opinion, we have assumed that (1)
the proposed transactions are carried out on the basis set forth
in the Registration Statement and in conformity with the
requisite authorizations, approvals, consents or exemptions under
the securities laws of the various states and other jurisdictions
of the United States, (2) the Commission shall have issued an
order declaring effective the Registration Statement under the
1933 Act and (3) the sale of the Additional Common Stock does not
violate Section 12(f) of the Public Utility Holding Company Act
of 1935, as amended, or Rule 70 thereunder.<PAGE>
General Public Utilities Corporation
June 6, 1995
Page 2
Based upon the foregoing, we are of the opinion so far
as the laws of Pennsylvania are concerned, that, subject to the
foregoing assumptions, the shares of Additional Common Stock to
be issued and sold in accordance with the Registration Statement,
when properly issued, delivered and paid for, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and as a part thereof. We
also consent to the reference to our firm under "Legal Matters"
in the Prospectus which is a part of the Registration Statement.
In addition, we hereby consent to the reliance by Berlack,
Israels & Liberman LLP on this opinion as to all matters of
Pennsylvania law in rendering their opinion to you which will
also be an exhibit to the Registration Statement.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL<PAGE>
Exhibit 24-A
GENERAL PUBLIC UTILITIES CORPORATION
RESOLVED, That the proper officers and attorneys-in-fact of this
Corporation be, and they hereby are, authorized and directed to
execute and file, in the name and on behalf of this Corporation,
with the Securities and Exchange commission ("SEC") (a) a
Declaration on Form U-1 ("Form U-1") pursuant to the requirements
of the Public Utility Holding Company Act of 1935, as amended
("1935 Act"), and (b) a Registration Statement on Form S-3 ("Form
S-3"), pursuant to the requirements of the Securities Act of
1933, as amended ("1933 Act"), and in each case any and all
amendments (including without limitation post-effective
amendments) relating thereto with all exhibits and other
documents in connection therewith, for its approval relating to
the issuance and sale of 5,000,000 additional shares of this
Corporation's Common Stock, par value $2.50 per share
("Additional Common Stock").
RESOLVED, That Messrs. J. G. Graham, I. H. Jolles, D. W. Myers,
T. G. Howson and D. E. Davidson be, and they hereby are,
designated as attorneys-in-fact to act for and in the name of
this Corporation in connection with the foregoing matter, and
Messrs. D. E. Davidson, D. W. Myers and T. G. Howson and Mrs. M.
A. Nalewako be, and each of them hereby is, designated as an
agent for service in respect of any and all such documents.
******************
THIS IS TO CERTIFY that the undersigned is Secretary of
General Public Utilities Corporation, a Pennsylvania corporation;
that the above and foregoing is a true and correct copy of
resolutions duly and regularly adopted by the Board of Directors
of General Public Utilities Corporation at a meeting thereof duly
convened and held on the 4th day of August, 1994 at which meeting
a quorum was present and voted; and that said resolutions have
not been annulled, revoked or amended in any way whatsoever but
are in full force and effect.
WITNESS the signature of the undersigned as such
officer of the Company and its corporate seal hereunto affixed
this 6th day of June, 1995.
M. A. Nalewako, Secretary (SEAL)
<PAGE>
