SEC FILE NO. 70-8455
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 :
: Certificate
General Public Utilities Corporation : Pursuant to
: Rule 24 of
File No. 70-8455 : Completion of
: 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 General
Rules and Regulations under the Public Utility Holding Company
Act of 1935 (the "Act") that the transactions proposed in the
Declaration, as amended and as post-effectively amended, docketed
in SEC File No. 70-8455, have been carried out in accordance with
the terms and conditions of, and for the purposes requested in,
said Declaration and pursuant to the Commission's Order, dated
February 3, 1995 (HCAR No. 26227), and Supplemental Orders, dated
June 8, 1995 (HCAR No. 26302) and December 13, 1995 (HCAR No.
26430), with respect thereto, as follows:
1. As reported in GPU's Certificate Pursuant to
Rule 24 of Partial Completion of Transactions, dated June 16,
1995, on June 13, 1995, GPU issued and sold 1,000,000 shares of
- 1 -<PAGE>
Common Stock to Goldman Sachs & Co. for a net purchase price of
$29,645,000.
2. On December 11, 1995 GPU entered into an
Underwriting Agreement with Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co. and Dean Witter Reynolds Inc., as
representatives of the several underwriters, including such
firms, named in Schedule A thereto (the "Underwriters"),
providing for the issuance and sale by GPU of 3,500,000 shares of
GPU Common Stock, $2.50 par value per share, to the Underwriters.
The Underwriting Agreement provided that the Underwriters would
pay GPU a net price of $31.975 per share, reflecting a public
offering price of $32.875 per share and underwriting discounts
and commissions of $.90 per share.
3. Under the Underwriting Agreement, the Underwriters
had an option, exercisable for 30 days from the date of the
Underwriting Agreement, to purchase up to an additional 500,000
shares of GPU Common Stock to cover over-allotments, if any. The
purchase price and underwriting discounts and commissions with
respect to any such over-allotment shares were to be the same as
set forth above for the initial 3,500,000 shares.
4. On December 15, 1995, GPU issued and sold to the
Underwriters 3,500,000 shares of Common Stock for a net purchase
price of $111,912,500. On the same date, the Underwriters
exercised their option to purchase the additional 500,000 shares
and, on December 18, 1995, GPU issued and sold to the
Underwriters such 500,000 shares of Common Stock for a net
purchase price of $15,987,500. GPU will use the proceeds from
the sales to make cash capital contributions to its subsidiaries,
- 2 -<PAGE>
Jersey Central Power & Light Company, Metropolitan Edison Company
and Pennsylvania Electric Company, as authorized by the
Commission's orders dated March 6, 1992 (HCAR No. 25486) and
March 25, 1994 (HCAR No. 26011), and to repay outstanding short-
term indebtedness of GPU, including indebtedness incurred to fund
a portion of the cost of acquisition of Solaris Power.
5. The following exhibits in Item 6 are filed
herewith:
B-1(b) - Underwriting Agreement dated
December 11, 1995 - Incorporated by
reference to Exhibit 1 to GPU Form
8-K dated December 13, 1995 (File
No. 1-6047).
F-1(a) - "Past tense" opinion of Berlack,
Israels & Liberman LLP.
F-2(a) - "Past tense" opinion of Ballard
Spahr Andrews & Ingersoll.
- 3 -<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: December 21, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(a) - "Past tense" opinion of Berlack,
Israels & Liberman LLP.
F-2(a) - "Past tense" opinion of Ballard
Spahr Andrews & Ingersoll.<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
Exhibit F-1(a)
December 21, 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. 70-8455
Gentlemen:
We refer to our opinion, dated January 13, 1995, filed
as Exhibit F-1 to Amendment No. 1, dated the same date, to the
Declaration on Form U-1, dated August 19, 1994, under the Public
Utility Holding Company Act of 1935 (the "Act"), filed by General
Public Utilities Corporation, a Pennsylvania corporation ("GPU"),
with the Securities and Exchange Commission (the "Commission")
and docketed in SEC File No. 70-8455. (The Declaration, as thus
amended and as further amended by Post-Effective Amendments Nos.
1, 2 and 3 thereto, is hereinafter referred to as the
"Declaration").
The Declaration contemplated, among other things, the
issuance and sale by GPU of up to 5,000,000 additional shares of
common stock, par value $2.50 per share (the "Additional Common
Stock"), either through (i) one or more negotiated transactions
with one or more underwriters or (ii) one or more selling or
placement agents who regularly engage in the sale or placement of
such securities pursuant to a selling agency or distribution
agreement, or any combination of the foregoing. In addition, it
was also contemplated that GPU might sell Additional Common Stock
to a selling agent, as principal, for resale to the public either
directly or through dealers. It was anticipated that such sales
would be made from time to time in one or more market
transactions on the floor of the New York Stock Exchange or any
regional exchange on which GPU's common stock may be admitted to
trading privileges, in block transactions on such exchanges
and/or in fixed price offerings off the floor of such exchanges
or other such special type offerings or distributions made in
accordance with the rules of such exchanges.
<PAGE>
Securities and Exchange Commission
December 21, 1995
Page 2
For many years, we have participated in various
proceedings related to the issuance and sale of securities by GPU
and we are familiar with the terms of the outstanding securities
of the corporations comprising the GPU holding company system.
In addition to the examination recited in the aforesaid
opinion, we have examined a signed copy of your Commission's
Order, dated February 3, 1995, and Supplemental Orders, dated
June 8, 1995 and December 13, 1995, respectively, forthwith
permitting the Declaration, as then amended, to become effective.
We attended the closings of the transactions contemplated by the
Declaration and examined the various instruments, documents,
agreements and certificates executed and delivered at the
closings. We have also examined a copy of GPU's Certificate
Pursuant to Rule 24 of Partial Completion of Transactions, dated
June 16, 1995, and GPU's Certificate Pursuant to Rule 24 of
Completion of Transactions, dated this date, under the Act, with
which latter Certificate this opinion is being filed, certifying
to the completion of the transactions proposed in the
Declaration.
With respect to all matters of Pennsylvania law, we
have relied upon the opinion of Ballard Spahr Andrews & Ingersoll
which is being filed as Exhibit F-2(a) to the aforesaid Rule 24
Certificate.
Based upon the foregoing, and assuming that all action
under state "Blue Sky" laws to permit the consummation of the
subject transactions has been completed, we are of the opinion
that:
(a) all State laws applicable to the proposed
transactions have been complied with;
(b) the Additional Common Stock has been validly
issued and is fully paid and non-assessable, and the
holders thereof are entitled to the rights and
privileges appertaining thereto set forth in GPU's
Articles of Incorporation; and
(c) the consummation of the proposed transactions
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 Declaration 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)
167774.001(B&F) Exhibit F-2(a)
December 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Public Utilities Corporation
Declaration on Form U-1
SEC File No. 70-8455
Gentlemen:
We refer to our opinion, dated January 13, 1995, filed
as Exhibit F-2 to Amendment No. 1, dated the same date, to the
Declaration on Form U-1, dated August 19, 1994, under the Public
Utility Holding Company Act of 1935 (the "Act"), filed by General
Public Utilities Corporation ("GPU") with the Securities and
Exchange Commission and docketed in SEC File No. 70-8455. (The
Declaration, as so amended and as further amended by Post-
Effective Amendments Nos. 1, 2 and 3 thereto, is hereinafter
referred to as the "Declaration").
The Declaration contemplated, among other things, the
issuance and sale by GPU of up to 5,000,000 additional shares of
its common stock, par value $2.50 per share (the "Additional
Common Stock"), either through (i) one or more negotiated
transactions with one or more underwriters or (ii) one or more
selling or placement agents who regularly engage in the sale or
placement of such securities pursuant to a selling agency or
distribution agreement, or any combination of the foregoing. In
addition, it was also contemplated that GPU might sell Additional
Common Stock to a selling agent, as principal, for resale to the
public either directly or through dealers. It was anticipated
that such sales would be made from time to time in one or more
market transactions on the floor of the New York Stock Exchange
or any regional exchange on which GPU's common stock may be
admitted to trading privileges, in block transactions on such
exchanges and/or in fixed price offerings off the floor of such
exchanges or other such special type offerings or distributions
made in accordance with the rules of such exchanges.<PAGE>
Securities and Exchange Commission
December 21, 1995
Page 2
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, and certain of its subsidiaries for
many years. In addition to the examination recited in the
aforesaid opinion, we have examined a signed copy of your
Commission's Order, dated February 3, 1995, and Supplemental
Orders, dated June 8, 1995 and December 13, 1995, respectively,
forthwith permitting the Declaration, as then amended, to become
effective. We examined the various instruments, documents,
agreements and certificates executed and delivered at the
closings for the transactions contemplated by the Declaration.
We have also examined a copy of GPU's Certificate Pursuant to
Rule 24 of Partial Completion of Transactions, dated June 16,
1995, and GPU's Certificate Pursuant to Rule 24 of Completion of
Transactions under the Act, dated this date, with which latter
Certificate this opinion is being filed, certifying to the
completion of the transactions proposed in the Declaration.
Based upon the foregoing, we are of the opinion that,
insofar as matters of Pennsylvania law are concerned:
(a) all Pennsylvania laws applicable to the proposed
transactions have been complied with;
(b) the Additional Common Stock has been validly
issued, is fully paid and non-assessable, and the holders
thereof are entitled to the rights and privileges
appertaining thereto set forth in GPU's Articles of
Incorporation; and
(c) the issuance and sale of the Additional Common
Stock did not violate the legal rights of the holders of any
securities issued by GPU, Pennsylvania Electric Company or
its subsidiaries, Ninevah Water Company, Penelec Preferred
Capital, Inc. and 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 held in connection
therewith.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL<PAGE>
