Post-Effective Amendment No.2 to
SEC File No. 70-8455
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
(Name of company filing this statement and address
of principal executive office)
T. G. Howson, Vice President and Douglas E. Davidson, Esq.
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)<PAGE>
GPU hereby post-effectively amends its Declaration on
Form U-1, as heretofore amended, docketed in SEC File No. 70-
8455, as follows:
1. By Order dated February 3, 1995 (HCAR No. 35-
26227), the Commission, among other things, authorized GPU to
issue and sell up to 5 million additional shares of Common Stock,
par value $2.50 per share, in various transactions from time to
time through December 31, 1996. By Supplemental Order dated June
8, 1995 (HCAR No. 35-26302), the Commission authorized the
specific terms of the issuance and sale of 1 million of such
shares, which were issued and sold on June 13, 1995 to Goldman
Sachs & Co. (see Certificate Pursuant to Rule 24 of Partial
Completion of Transactions, dated June 16, 1995).
2. On December 11, 1995, GPU entered into an
underwriting agreement ("Underwriting Agreement") with a group of
underwriters ("Underwriters"), represented by Morgan Stanley &
Co. Incorporated, Goldman, Sachs & Co. and Dean Witter Reynolds
Inc., providing for the issuance and sale of an additional
3,500,000 of such shares (the "Shares"). Pursuant to the
Underwriting Agreement, the several Underwriters have agreed to
purchase the Shares from GPU for a price of $32 7/8 per share, or
an aggregate purchase price of $115,062,500. The last reported
sale price of GPU's Common Stock on the New York Stock Exchange
on December 11, 1995 was $32 7/8 per share.
3. The Underwriting Agreement further provides that
GPU will pay the Underwriters a commission of $0.90 per share (or
aggregate commissions of $3,150,000 for the 3,500,000 Shares),
which represents 2.75% of the purchase price per share.
1<PAGE>
4. Under the Underwriting Agreement, the Underwriters
have an option, exercisable for 30 days from the date of the
Underwriting Agreement, to purchase up to an additional 500,000
shares of Common Stock to cover over-allotments, if any. The
purchase price and underwriting commissions with respect to any
such over-allotment shares would be the same as set forth above
for the initial 3,500,000 Shares.
5. Accordingly, if all of the 4 million shares of
Common Stock are issued and sold to the Underwriters, the total
purchase price paid by the Underwriters to GPU would be
$131,500,000 and GPU would receive net proceeds therefrom of
$127,900,000 after deduction of underwriting commissions
aggregating $3,600,000.
6. The estimated fees, commissions and expenses
expected to be incurred in connection with the proposed
transactions are as follows:
Filing fees:
Printing and engraving 25,000.00
Legal fees:
Berlack, Israels & Liberman 40,000.00
Ballard Spahr Andrews & Ingersoll 5,000.00
Blue Sky fees and expenses 7,500.00
Accounting fees:
Coopers & Lybrand 15,000.00
Miscellaneous 22,500.00
Total $115,000.00
7. GPU respectfully requests that the Commission
issue a supplemental order authorizing the issuance and sale of
up to 4 million shares of Common Stock to the Underwriters upon
the terms and conditions herein set forth at the earliest
possible date.
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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
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By:
T. G. Howson
Vice President and Treasurer
Date: December 13, 1995<PAGE>
