Registration Statement No. 33-51035
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GPU, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of
incorporation or organization
13-5516989
(I.R.S. employer
identification no.)
100 Interpace Parkway, Parsippany, New Jersey 07054-1149
(Address of principal executive offices) (Zip code)
GPU, INC.
AND SUBSIDIARY SYSTEM COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
(Full title of the plan)
T.G. Howson, Vice President and Treasurer
GPU, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054
(Name and address of agent for service)
(201) 263-6500
(Telephone number, including area code, of agent for service)
Copies to:
Mary A. Nalewako, Secretary Douglas E. Davidson, Esq.
GPU, Inc. Berlack, Israels & Liberman
LLP
100 Interpace Parkway 120 West 45th Street
Parsippany, New Jersey 07054 New York, New York 10036
(201) 263-6500 (212) 704-0100<PAGE>
Item 8. Exhibits.
4(b)(i) Second Amendment to Trust Agreement for the
GPU System Companies Master Savings Plan
Trust dated as of September 1, 1995.
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
post-effective amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Parsippany-Troy Hills, State of
New Jersey on this 21st day of October, 1996.
GPU, INC.
By: *
J.R. Leva
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this post-effective amendment to the registration statement
has been signed by the following persons in the capacities and on
the date indicated.
Signature and Title Date
* October 21, 1996
J.R. Leva, Chairman and Chief
Executive Officer
(Principal Executive Officer)
* October 21, 1996
F. D. Hafer, President
* October 21, 1996
J.G. Graham, Senior Vice President
(Principal Financial Officer)
* October 21, 1996
F.A. Donofrio, Vice President and
Comptroller (Principal Accounting
Officer)
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* October 21, 1996
T.H. Black, Director
* October 21, 1996
H.F. Henderson, Jr., Director
* October 21, 1996
J.M. Pietruski, Director
* October 21, 1996
C.A. Rein, Director
* October 21, 1996
P.R. Roedel, Director
* October 21, 1996
B. Townsend, Director
* October 21, 1996
C.A.H. Trost, Director
* October 21, 1996
P.K. Woolf, Director
*By:
T.G. Howson, Attorney-in-Fact
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EXHIBITS TO BE FILED BY EDGAR
Item 8. Exhibits.
4(b)(i) Second Amendment to Trust Agreement for the
GPU System Companies Master Savings Plan
Trust dated as of September 1, 1995.<PAGE>
EXHIBIT 4(b)(i)
SECOND AMENDMENT TO TRUST AGREEMENT
FOR THE GPU SYSTEM COMPANIES
MASTER SAVINGS PLAN TRUST
THIS SECOND AMENDMENT, dated as of September 1, 1995,
to the Trust Agreement for the GPU System Companies Master
Savings Plan Trust.
WITNESSETH:
WHEREAS, Fidelity Management Trust Company (the
"Trustee") and GPU Service Corporation, GPU Nuclear Corporation,
Jersey Central Power & Light Company, Metropolitan Edison
Company, Pennsylvania Electric Company, Energy Initiatives, Inc.,
Prime Energy Limited Partnership and Onondaga Cogeneration
Limited Partnership (collectively, the "Companies") heretofore
entered into a trust agreement, which was amended and restated
effective as of January 1, 1995 and was further amended by the
First Amendment as of June 7, 1995 (the "Trust Agreement"),
establishing the GPU System Companies Master Savings Plan Trust;
and
WHEREAS, the Trustee and the Companies wish to amend
the Trust Agreement in the manner hereinafter provided;
NOW, THEREFORE, the Trustee and the Companies hereby
amend the Trust Agreement as of September 1, 1995 as follows:
1. The following provisions of the Trust Agreement and the
Exhibits thereto are amended to substitute the name "PELP
Bargaining Unit Plans" for the name "PELP Retirement Plan for
Bargaining Unit Employees" wherever such name appears therein:
Section 1.1, in the definitions of "Administrative Committee",
Investment Committee" and "Partnership Plans", Section 8.4,
Section 9.1(a) and (b), Part 3 of Exhibit E and Part 3 of Exhibit
F.
2. Section 1.1 of the Trust Agreement is further amended
by inserting the following definition after the definition of
"Partnership Plans":
"PELP Bargaining Unit Plans" shall mean the PELP
401(k) Plan for Bargaining Unit Employees and the
PELP Retirement Plan for Bargaining Unit
Employees.
3. The first sentence of Section 4.9(a) of the Trust
Agreement is hereby amended to read as follows:
(a) Except as otherwise provided in subsection
(e) below, all purchases and sales of GPU
Stock shall be effected in open-market
transactions.<PAGE>
4. The first sentence of Section 4.9(b) of the Trust
Agreement is hereby amended to read as follows:
(b) Purchases (other than purchases made pursuant
to subsection (e) below) and sales of GPU
Stock shall be executed through such brokers
as the Trustee shall selected in its
discretion.
5. Section 4.9 is hereby amended by adding at the end of
subsection (d) thereof the following new subsection:
(e) If the Companies shall so direct in a written
notice furnished to the Trustee, all shares
of GPU Stock to be acquired to implement
Participants' investment elections and to
accomplish the reinvestment of dividends
payable on GPU Stock held in the Trust Fund,
shall be acquired by purchase of shares of
GPU Stock directly from General Public
Utilities Corporation. Such notice shall be
furnished to the Trustee at least five
business days prior to the date on which such
direction is to become effective. Shares so
acquired shall be purchased at a price per
share equal to the per-share 4:00 P.M. New
York Stock Exchange Closing Price for GPU
Stock for the date on which the purchase of
such shares is executed. No commission shall
be charged with respect to any purchase of
GPU Stock made pursuant to this subsection
(e). Any direction furnished by the
Companies to the Trustee pursuant to this
section (c) shall remain in effect until
revoked by the Companies. Any such
revocation shall be in writing, and shall be
furnished to the Trustee at least five
business days prior to the date on which such
revocation is to be effective.
6. Section 9.1(b) of the Trust Agreement is amended to
substitute the word "Plans" for the word "Plan" in the final
place the word "Plan" appears therein.
7. Exhibit A of the Trust Agreement is amended to include
the PELP 401(k) Plan for Bargaining Unit Employees as a "Plan",
and to indicate that Prime Energy Limited Partnership is the
"Adopting Company" thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed in their respective names by their duly
authorized officers as of the day and year first above written.<PAGE>
GPU SERVICE CORPORATION
GPU NUCLEAR CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
ENERGY INITIATIVES, INC.
By: /s/ J.R. Leva
J.R. Leva, Chairman,
GPU Service Corporation
Energy Initiatives, Inc.
Chairman of the Board,
GPU Nuclear Corporation
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
ATTEST:
Mary A. Nalewako
PRIME ENERGY LIMITED PARTNERSHIP
By ELMWOOD ENERGY CORPORATION,
General Partner
By: /s/ B.L. Levy
B.L. Levy, President
ATTEST:
K.A. Tomblin
ONONDAGA COGENERATION LIMITED PARTNERSHIP
By GEDDES COGENERATION CORPORATION
General Partner
By: /s/ B.L. Levy
B.L. Levy, President
ATTEST:
K.A. Tomblin
FIDELITY MANAGEMENT TRUST COMPANY
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