SEC FILE NO. 70-8569
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------X
In the Matter of :
:
GENERAL PUBLIC UTILITIES CORPORATION : Certificate Pursuant
: to Rule 24 of
: Completion of
SEC File No. 70-8569 : Transactions
:
(Public Utility Holding Company :
Act of 1935) :
:
------------------------------------------X
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, General Public Utilities Corporation
("GPU"), hereby certifies pursuant to Rule 24 of the Rules and
Regulations under the Public Utility Holding Company Act of 1935,
that the transactions proposed in the Declaration, as amended,
filed in SEC File No. 70-8569, have been carried out in
accordance with the Commission's orders, dated February 27, 1995
(HCAR No. 26239) and March 23, 1995 (HCAR No. 26256), with
respect thereto, as follows:
1. On March 31, 1995, a Notice of Annual Meeting, Proxy
Statement and form of Proxy (the "Proxy Materials") in connection
with GPU's 1995 Annual Meeting of Stockholders were mailed to GPU
stockholders of record as of March 13, 1995. Among other things,
the Proxy Materials requested approval by GPU's stockholders of
(i) an amendment to Article 5 of GPU's Articles of Incorporation
to increase the authorized capital stock of GPU to 350,000,000
shares of common stock of the par value of $2.50 per share and
(ii) an amendment to Article 9 of the Articles of Incorporation
1<PAGE>
to eliminate the preemptive rights of stockholders to purchase
additional shares of common stock, such amendments to be in the
forms included in Appendices A and B, respectively, to such Proxy
Statement.
2. At the Annual Meeting of Stockholders held on May 4,
1995, GPU's stockholders approved (i) the amendment to Article 5
of the Articles of Incorporation by a vote of 71,232,227 shares
voting in favor of such amendment and 28,071,524 shares voting in
opposition and (ii) the amendment to Article 9 of the Articles of
Incorporation by a vote of 69,400,734 shares voting in favor of
such amendment and 19,023,695 shares voting in opposition.
3. On May 5, 1995, GPU filed Articles of Amendment to its
Articles of Incorporation so amending Articles 5 and 9 with the
Secretary of the Commonwealth of the Commonwealth of
Pennsylvania.
4. The following exhibits are filed in Item 6:
A-4 Articles of Amendment to Articles of
Incorporation as filed May 5, 1995
F-1(a) "Past tense" opinion of Berlack, Israels &
Liberman
F-2(b) "Past tense" opinion of Ballard Spahr Andrews
& Ingersoll
2<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS CERTIFICATE 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: May 15, 1995 <PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
A-4 Articles of Amendment to Articles of
Incorporation as filed May 5, 1995
F-1(a) "Past-tense" opinion of Berlack, Israels
& Liberman
F-2(b) "Past tense" opinion of Ballard Spahr
Andrews & Ingersoll<PAGE>
EXHIBIT A-4
Microfilm Number _________ Filed with the Department of
State on _____________________
Entity Number ____________ ______________________________
Secretary of the Commonwealth
Articles of Amendment -
Domestic Business Corporation
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to articles of amendment), the undersigned
corporation, desiring to amend its Articles, hereby states that:
5. The name of the corporation is:
General Public Utilities Corporation
6. The address of the corporation's current registered
office in this Commonwealth is (the Department of State
is hereby authorized to correct the following
information to conform to the records of the
Department):
2800 Pottsville Pike
Muhlenberg Township, Berks County, PA 19605
7. The statute by or under which it was incorporated is:
Business Corporation Law, act of May 5, 1933 P.L.
364, as amended.
8. The date of its incorporation is:
April 2, 1969
9. The amendments shall be effective upon filing these
Articles of Amendment in the Department of State.
10. The amendments were adopted by the shareholders
pursuant to 15 Pa.C.S. Section 1914(a) and (b).
11. (A) The amendment to Article 5 of the corporation's
Articles of Incorporation adopted by the corporation,
set forth in full, is as follows:
"5. The amount of the capital stock of the
Corporation is to be $875,000,000 consisting of
1<PAGE>
350,000,000 shares of common stock of the par
value of $2.50 each."
(B) The amendment to Article 9 of the corporation's
Articles of Incorporation, adopted by the corporation,
set forth in full, is as follows:
"9. No holder of common stock of the Corporation
shall have, as such holder, any preemptive right
to purchase any common stock or other shares or
securities of the Corporation."
IN TESTIMONY WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof this 4th day of May, 1995.
GENERAL PUBLIC UTILITIES CORPORATION
By: /s/ J. R. Leva
J. R. Leva,
Chairman and President
2<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
EXHIBIT F-1(a)
May 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Declaration on Form U-1
SEC File No. 70-8569
Gentlemen:
We refer to our opinion, dated March 16, 1995, filed as
Exhibit F-1 to Amendment No. 2, dated the same date, to the
Declaration on Form U-1, dated February 2, 1995, filed by General
Public Utilities Corporation ("GPU") with the Securities and
Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and docketed
in SEC File No. 70-8569. (The Declaration, as amended, is
hereinafter referred to as the "Declaration").
The Declaration contemplated the amendment of GPU's
Articles of Incorporation to (1) amend Article 5 thereof in order
to increase the number of authorized shares of common stock to
350,000,000 from the present 150,000,000 with a par value of
$2.50 each and (2) amend Article 9 thereof in order to eliminate
the remaining preemptive rights of GPU shareholders to purchase
additional shares of GPU common stock as well as GPU's
solicitation of proxies from its shareholders with respect
thereto.
At the Annual Meeting of GPU's stockholders held on May
4, 1995, the proposed amendments to GPU's Articles of
Incorporation were approved by a favorable vote of not less than
a majority of the outstanding shares of GPU common stock entitled
to vote thereon.
In addition to the matters set forth in our previous
opinion referenced above, we have examined copies of the
Commission's orders, dated February 27, 1995 (HCAR No. 26239) and
March 23, 1995 (HCAR No. 26256), permitting the Declaration to
become effective forthwith. We have also examined copies of the<PAGE>
Securities and Exchange Commission
May 15, 1995
Page 2
Articles of Amendment to GPU's Articles of Incorporation filed
with the Secretary of the Commonwealth of the Commonwealth of
Pennsylvania and the Certificate Pursuant to Rule 24 under the
Act, dated this date, with which this opinion is being filed (the
"Certificate"), certifying as to the completion of the
transactions proposed in the Declaration. We have also examined
such other documents, instruments and agreements and have made
such further investigation as we have deemed necessary as a basis
for this opinion. Insofar as matters of Pennsylvania law are
concerned, we have relied on the opinion of Ballard Spahr Andrews
& Ingersoll being filed as Exhibit F-2(a) to the Certificate.
We have been counsel to GPU and to its subsidiaries for
many years. In such capacity, we have participated in various
proceedings relating to GPU and its subsidiaries, and we are
familiar with the terms of the outstanding securities of the
corporations comprising the GPU holding company system.
Based upon and subject to the foregoing:
(a) all State laws applicable to the proposed
transactions have been complied with, and
(b) the consummation of the transactions proposed
in the Declaration did 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 Certificate and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN<PAGE>
(LETTERHEAD OF BALLARD, SPAHR ANDREWS & INGERSOLL)
Exhibit F-2(b)
May 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Declaration on Form U-1
Sec File No. 70-8569
Ladies and Gentlemen:
We refer to our opinion, dated March 16, 1995, which
was filed as Exhibit F-2 to Amendment No. 2, dated the same date,
to the Declaration on Form U-1, dated February 2, 1995, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed
with the Securities and Exchange Commission (the "Commission") by
General Public Utilities Corporation ("GPU"), and docketed in SEC
File No. 70-8569. (The Declaration as so amended, is hereinafter
referred to as the "Declaration".)
The Declaration contemplated the Amendment of GPU's
Articles of Incorporation to (1) amend Article 5 thereof in order
to increase the number of authorized shares of common stock to
350,000,000 from the present 150,000,000 with a par value of
$2.50 each and (2) amend Article 9 thereof in order to eliminate
the remaining preemptive rights of GPU shareholders to purchase
additional shares of GPU common stock as well as GPU's
solicitation of proxies from its shareholders with respect
thereto.
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, and certain of its subsidiaries for
many years. In addition to the services recited in our aforesaid
opinion, we have examined a copy of the Commission's Order dated
February 27, 1995 and March 23, 1995, permitting the Declaration
to become effective. We have also examined a copy of the
Articles of Amendment as filed with the Pennsylvania Department
of State on May 5, 1995 and a copy of the Certificate pursuant to
Rule 24 under the Act, dated this date, with which this opinion
is being filed, certifying to the completion of the transactions
proposed in the Declaration.
<PAGE>
Securities and Exchange Commission
May 15, 1995
Page 2
We have also examined such other documents, instruments and
agreements and have made such further investigation as we have
deemed necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that,
insofar as matters of Pennsylvania law are concerned:
(a) all Pennsylvania laws applicable to the
transactions proposed in the Declaration have been
complied with; and
(b) the consummation of the transactions proposed
in the Declaration did not violate the legal rights of
the holders of any securities issued by GPU,
Pennsylvania Electric Company, Ninevah Water Company,
Penelec Preferred Capital, Inc. or Penelec
Capital, L.P.
We hereby consent to the filing of this opinion as an
exhibit to the aforesaid Rule 24 Certificate and in any
proceedings before the Commission that may be in connection
therewith.
Very truly yours,
Ballard Spahr Andrews & Ingersoll<PAGE>
