Amendment No. 1 to
SEC File No. 70-8817
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("MET-ED")
PENNSYLVANIA ELECTRIC COMPANY ("PENELEC")
P.O. Box 16001, Reading, Pennsylvania 19640
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
GPU SERVICE CORPORATION ("GPUSC")
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names of companies filing this statement and
addresses of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
T. G. Howson, Vice President W. C. Matthews, Secretary
and Treasurer Metropolitan Edison Company
M. A. Nalewako, Secretary Pennsylvania Electric Company
M. J. Connolly, Esq., Director P.O. Box 16001
of Legal Services Reading, Pennsylvania 19640
GPU Service Corporation
100 Interpace Parkway B. L. Levy, President
Parsippany, New Jersey 07054 K. A. Evangelist, Secretary
Energy Initiatives, Inc.
R. S. Cohen, Secretary One Upper Pond Road
Jersey Central Power & Light Parsippany, New Jersey 07054
Company
300 Madison Avenue
Morristown, New Jersey 07960
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
(Names and addresses of agents for service)<PAGE>
GPU, JCP&L, Met-Ed, Penelec, EI and GPUSC hereby amend their
Application on Form U-1, docketed in SEC File No. 70-8817, as
follows:
1. By amending paragraph A of item 1 thereof to read in
its entirety as follows:
A. GPU, JCP&L, Met-Ed, Penelec and EI (each, an
"ENCON Applicant") believe that there are business opportunities
that they may wish to pursue in connection with the provision of
energy management, demand-side management ("DSM") and load
management services (including conditioned power services as
described in paragraph B below), as well as consulting services
in the energy management, DSM and load management area. Such
activities may also entail the marketing, installation, operation
and maintenance of various products and systems designed to
implement the energy management, DSM and load management
solutions recommended in the course of providing these services
(collectively, these services are referred to as "ENCON
Services").
The ENCON Services will, in particular, include
the following activities: (1) the identification of energy and
other resource (water, labor, maintenance, materials, etc.) cost
reduction and/or efficiency opportunities; (2) the design of
facility and process modifications and/or enhancements to realize
such opportunities; (3) the management of or the direct
construction or installation of energy conservation or energy
efficiency equipment; (4) the training of client personnel in the
operation of equipment; (5) the maintenance of energy systems;
(6) the design and/or management of and/or the direct
-1-<PAGE>
construction or installation of new and retrofit heating,
ventilating and air conditioning, electrical and power systems,
motors, pumps, lighting, water and plumbing systems, and related
structures, to realize energy and other resource efficiency or to
otherwise meet a customer's energy needs; (7) system
commissioning, i.e., observing the operation of the installed
system to insure that it meets the design specifications; (8) the
reporting of system results; (9) design of energy conservation
programs; (10) implementation of energy conservation programs;
(11) provision of conditioned power services and related
equipment; and (12) other similar or related activities.(1) The
Applicants believe that the proposed ENCON Services will not
exceed the parameters of the activities contemplated by proposed
Rule 53.
2. By amending paragraph D of Item 1 thereof to read in
its entirety as follows:
(1) The Commission has heretofore authorized a wide range of
energy management and consulting services. See, e.g.,
Consolidated Natural Gas Company, et al., Holding Company Act
Release No. 26363 (August 28, 1995) (provision of "energy-related
services" to non-affiliates); Northeast Utilities, et al.,
Holding Company Act Release No. 26335 (July 19, 1995) (enter into
"consulting business in the energy management" area) and Holding
Company Act Release No. 25900 (September 30, 1993) (provide
"energy management services and demand side management services"
and "consulting"); Eastern Utilities Associates, et al., Holding
Company Act Release No. 26232 (February 15, 1995) (provision of
"energy management services" and "consulting" to non-associates,
which the Commission recognized as "an important complement to
the utility business"); The Southern Company, et al., Holding
Company Act Release No. 26221 (January 25, 1995) (provision of
"general technical consulting services" to non-associate
companies relating to, among other things, "energy efficiency and
management").
-2-
<PAGE>
D. One or more of the ENCON Applicants have been
engaged in discussions with non-affiliated engineering and
consulting companies (each, an "ENCONCo") which are already
active in the business of providing ENCON Services (collectively,
the "ENCON Business"). One or more of the ENCON Applicants may
acquire an interest in the ENCON Business directly (by providing
ENCON Services themselves through their existing corporate
structure), or through the acquisition of securities of an
ENCONCo, or through new wholly-owned or partly-owned subsidiary
compan(ies) thereof, to be formed (each, an "ENCON Subsidiary"),
or, subject to negotiation of acceptable commercial terms with an
ENCONCo, through a joint venture involving any of the foregoing
and an ENCONCo or an ENCONCo affiliate (each, an "ENCON JV").
Notwithstanding the foregoing, GPU will not acquire a direct
interest in the ENCON Business other than through the acquisition
of securities of an ENCONCo.
3. By amending paragraph E of Item 1 thereof to read in
its entirety as follows:
E. The ENCON Applicants therefore request that the
Commission's order herein authorize them to (1) acquire an
interest in the ENCON Business as aforesaid, and (2) acquire the
securities of an ENCONCo or one or more ENCON Subsidiaries or,
directly or indirectly, one or more ENCON JVs.
4. By amending paragraph F of Item 1 thereof to read in
its entirety as follows:
F. To the extent that one or more of the ENCON
Applicants become involved in the ENCON Business directly while
one or more other ENCON Applicants become involved through an
-3-
<PAGE>
ENCON Subsidiary or ENCON JV, it is also requested that the
Commission authorize the provision of goods and services relating
to the ENCON Business to JCP&L, Met-Ed and Penelec by EI or any
ENCON Subsidiaries or ENCON JVs, so as to avoid duplication of
resources. In addition, it is requested that the Commission
authorize GPUSC to provide accounting, legal, human resources,
administrative and other similar services to any ENCON
Subsidiaries and ENCON JVs in the same manner as GPUSC provides
such services to existing GPU System companies. All of such
goods and services will be provided at cost in compliance with
Rules 90 and 91 under the Act. For this purpose, each ENCON
Applicant, ENCON Subsidiary and ENCON JV will maintain separate
financial records relating to the ENCON Business.
5. By amending paragraph G of Item 1 thereof to read in
its entirety as follows:
G. The aggregate amount of the ENCON Applicants'
investment in the ENCON Business will not exceed $25 million
through December 31, 1998.
6. By amending the first sentence of Item 4 thereof to
read in its entirety as follows:
No state or Federal commission (other than your
Commission) has jurisdiction with respect to the subject
transactions.
7. By adding the following at the end of Item 4 thereof:
Therefore, the Applicants respectfully request that the
Commission reserve jurisdiction over the foregoing aspects of the
proposed transactions, pending completion of the record.
-4-
<PAGE>
Notwithstanding the issuance of the requested Order by
the Commission, the applicants will also comply with all
applicable state commission orders, rules and regulations
regarding affiliate transactions.
-5-
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
GPU SERVICE CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By:
T. G. Howson, Vice President
and Treasurer
ENERGY INITIATIVES, INC.
By:
B. L. Levy, President
Date: April 17, 1996<PAGE>
