Amendment No. 3 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 amends its Application on Form U-1, docketed
in SEC File No. 70-8593, as heretofore amended, as follows:
1. By completing Item 2 thereof to read in its
entirety as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses
expected to be incurred in connection with the proposed
transactions are as follows:
Filing Fees:
Securities and Exchange Commission $ 2,000
Legal Fees:
Berlack, Israels & Liberman LLP 10,000
Ballard Spahr Andrews & Ingersoll 1,000
Miscellaneous 5,000
Total $18,000
2. By filing the following exhibits in Item 6
thereof:
Exhibits:
A-1 - Form of Promissory Note to be
issued by Subsidiary Company to
GPU.
F-1 - Opinion of Berlack, Israels &
Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.
1
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By:______________________________
T. G. Howson, Vice President
and Treasurer
Date: June 9, 1995
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
A-1 - Form of Promissory Note to be issued by
Subsidiary Company to GPU.
F-1 - Opinion of Berlack, Israels & Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews & Ingersoll.
<PAGE>
EXHIBIT A-1
[SUBSIDIARY COMPANY]
UNSECURED PROMISSORY NOTE
19
FOR VALUE RECEIVED, the undersigned ("Borrower") promises to pay
to the order of General Public Utilities Corporation ("GPU") at
its office at 100 Interpace Parkway, Parsippany, New Jersey, on
or before the maturity date of the unpaid principal
balance hereof together with accrued interest. Interest from the
date funds are credited to Borrower's account shall accrue on the
unpaid principal balance at calculated on the
actual number of days elapsed.
IN WITNESS HEREOF, the undersigned has duly executed this Note
the date and year first above written.
[SUBSIDIARY COMPANY]
BY:
NAME:
TITLE:
<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
Exhibit F-1
June 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated
March 15, 1995, under the Public Utility Holding Company Act of
1935 ("Act"), filed by General Public Utilities Corporation
("GPU"), a Pennsylvania corporation, with the Securities and
Exchange Commission ("Commission"), and docketed by the
Commission in SEC File No. 70-8593, as amended by Amendment No. 1
thereto, dated March 22, 1995, and Amendment No. 2 thereto, dated
April 14, 1995, and as to be amended by Amendment No. 3 thereto,
dated this date, of which this opinion is to be a part. (The
Application, as so amended and as thus to be amended, is
hereinafter referred to as the "Application").
The Application contemplates, among other things:
(i) the acquisition by GPU of the capital stock or other
securities ("Subsidiary Securities") of one or more subsidiary
companies (each, a "Subsidiary Company") to be formed which will
be engaged in the business of, among other things, owning the
interests and securities of foreign utility companies ("FUCOs")
and/or exempt wholesale generators ("EWGs") (each, an "Exempt
Entity"); (ii) the investment by GPU in such Subsidiary Companies
from time to time through December 31, 1997 in an aggregate
amount of up to $200 million, which investment may take the form
of, among other things, guarantees or other similar undertakings
of GPU ("Subsidiary Guarantees"), or loans evidenced by
promissory notes of the Subsidiary Company ("Subsidiary Company
Notes"); (iii) the entering into by GPU of guarantees or similar
undertakings of obligations of Exempt Entities ("Exempt Entity
Guarantees"); and (iv) the issuance by each Subsidiary Company of
equity and debt securities to persons other than GPU in one or
more transactions from time to time in an aggregate amount of up
to $500 million ("Additional Subsidiary Securities").
<PAGE>
Securities and Exchange Commission
June 9, 1995
Page 2
We have been counsel to GPU and its subsidiaries for
many years. In that connection, we have participated in various
proceedings relating to the issuance of securities by GPU and its
subsidiaries, and we are familiar with the terms of the
outstanding securities of the corporations comprising the GPU
holding company system.
We are members of the Bar of the State of New York and
do not purport to be expert on the laws of any jurisdiction other
than the laws of the State of New York and the Federal laws of
the United States. The opinions expressed herein are limited to
matters governed by the laws of the State of New York and the
Federal laws of the United States. As to all matters which are
governed by the laws of the Commonwealth of Pennsylvania, we have
relied on the opinion of Ballard Spahr Andrews & Ingersoll which
is being filed as Exhibit F-2 to the Application.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Subsidiary Guarantees,
Subsidiary Company Notes, Exempt Entity Guarantees and Additional
Subsidiary Securities will have been duly authorized, executed
and delivered by the issuer thereof; (iii) the execution,
delivery and performance of each Subsidiary Security, Subsidiary
Guarantee, Subsidiary Company Note, Exempt Entity Guarantee and
Additional Subsidiary Security will not violate any applicable
law or any restriction imposed by any court or governmental body
having jurisdiction over the issuer thereof; and (iv) with
respect to any Subsidiary Securities and Additional Subsidiary
Securities, the issuer will have received consideration therefor
at least equal to the par or stated value (or equivalent amount)
of such security.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that when
the Commission shall have entered an order forthwith granting the
Application,
(a) all State laws applicable to the proposed transac-
tions will have been complied with,
(b) GPU is validly organized and existing,
(c) in the case of Subsidiary Securities and
Additional Subsidiary Securities which constitute
equity securities, such securities will be validly
issued, fully paid and nonassessable,
<PAGE>
Securities and Exchange Commission
June 9, 1995
Page 3
(d) in the case of (i) Subsidiary Securities and
Additional Subsidiary Securities which constitute
debt securities, (ii) Subsidiary Company Notes,
and (iii) Subsidiary Guarantees and Exempt Entity
Guarantees, such instruments will be valid and
binding obligations of the respective issuers or
guarantors thereof in accordance with their terms,
subject to the effect of any applicable
bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws
affecting creditors' rights generally and general
principles of equity limiting the availability of
equitable remedies,
(e) GPU will legally acquire the Subsidiary Securities
and Subsidiary Company Notes, and
(f) the consummation of the transactions proposed in
the Application will not violate the legal rights
of the holders of any securities issued by GPU or
any "associate company" thereof, as defined in the
Act.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit F-2
June 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated
March 15, 1995, under the Public Utility Holding Company Act of
1935 ("Act"), filed by General Public Utilities Corporation
("GPU"), a Pennsylvania corporation, with the Securities and
Exchange Commission ("Commission"), and docketed by the
Commission in SEC File No. 70-8593, as amended by Amendment No. 1
thereto, dated March 22, 1995, Amendment No. 2 thereto, dated
April 14, 1995, and Amendment No. 3 thereto, dated this date, of
which this opinion is a part. (The Application, as so amended,
is hereinafter referred to as the "Application").
The Application contemplates, among other things: (i)
the acquisition by GPU of the capital stock or other securities
("Subsidiary Securities") of one or more subsidiary companies
(each, a "Subsidiary Company") to be formed which will be engaged
in the business of, among other things, owning the interests and
securities of foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs") (each, an "Exempt Entity"); (ii)
the investment by GPU in such Subsidiary Companies from time to
time through December 31, 1997 in an aggregate amount of up to
$200 million, which investment may take the form of, among other
things, guarantees or other similar undertakings by GPU
("Subsidiary Guarantees"), or loans evidenced by promissory notes
of the Subsidiary Company ("Subsidiary Company Notes"); (iii) the
entering into by GPU of guarantees or similar undertakings of
obligations of Exempt Entities ("Exempt Entity Guarantees"); and
(iv) the issuance by each Subsidiary Company of equity and debt
securities to persons other than GPU in one or more transactions
from time to time in an aggregate amount of up to $500 million
("Additional Subsidiary Securities").
<PAGE>
Securities and Exchange Commission
June 9, 1995
Page 2
We have been Pennsylvania counsel to GPU and certain of
its subsidiaries for many years. In connection with this
opinion, we have examined such documents, instruments and
agreements and have made such further investigation as we have
deemed necessary as a basis for this opinion.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Subsidiary Guarantees,
Subsidiary Company Notes, Exempt Entity Guarantees and Additional
Subsidiary Securities will have been duly authorized, executed
and delivered by the issuer thereof; (iii) the execution,
delivery and performance of each Subsidiary Security, Subsidiary
Guarantee, Subsidiary Company Note, Exempt Entity Guarantee and
Additional Subsidiary Security will not violate any applicable
law or any restriction imposed by any court or governmental body
having jurisdiction over the issuer thereof or any instrument or
agreement to which GPU or its subsidiaries is a party; and (iv)
with respect to any Subsidiary Securities and Additional
Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion insofar as
matters of Pennsylvania law apply that when the Commission shall
have entered an order forthwith granting the Application,
(a) all Pennsylvania laws applicable to the proposed
transactions will have been complied with,
(b) GPU is validly organized and existing,
(c) the Subsidiary Guarantees and Exempt Entity
Guarantees will be valid and binding obligations
of GPU in accordance with their terms, subject to
the effect of any applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting
creditors' rights generally and general principles
of equity limiting the availability of equitable
remedies,
(d) GPU will legally acquire the Subsidiary Securities
and Subsidiary Company Notes, and
<PAGE>
Securities and Exchange Commission
June 9, 1995
Page 3
(e) the consummation of the transactions proposed in
the Application will not violate the legal rights
of the holders of any securities issued by GPU,
Pennsylvania Electric Company, Penelec Preferred
Capital, Inc., Penelec Capital, L.P. or Ninevah
Water Company.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL
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