Amendment No. 1 to
SEC File No. 70-8843
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 offices)
T. G. Howson, Douglas E. Davidson, Esq.
Vice President and 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 amends its Declaration on Form U-1, docketed
in SEC File No. 70-8843, as follows:
1. By amending Paragraph B of Item 1 to add at the
end thereof the following:
GPU will not issue and sell any Debentures at interest rates in
excess of those rates generally obtainable at the time of the
pricing of such Debentures for sales of securities having the
same or reasonably similar maturities and having reasonably
similar terms, conditions and features issued by electric utility
companies of the same or reasonably comparable credit quality.
2. By completing Item 2 thereof to read in its
entirety as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses to be
incurred in connection with the transactions which are the
subject of the Declaration are as follows:
SEC filing fees $105,448.28
Printing and engraving 15,000.00
Legal fees:
Berlack, Israels & Liberman LLP 75,000.00
Ballard Spahr Andrews & Ingersoll 7,500.00
Winthrop, Stimson, Putnam & Roberts 65,000.00
Blue Sky fees and expenses 5,000.00
Accounting fees:
Coopers & Lybrand L.L.P. 7,500.00
Indenture Trustee fees and expenses 17,500.00
Rating agency fees and expenses 165,000.00
Miscellaneous 12,051.72
$475,000.00
3. By filing the following exhibits in Item 6
thereof:
A-1 - Form of Indenture between GPU and United
States Trust Company of New York, as
Trustee - Incorporated by reference to
Exhibit 4-A, Registration Statement on
Form S-3 (Registration No. 333-07895).
B-1 - Form of Purchase Agreement -
Incorporated by reference to Exhibit 1-
C, Registration Statement on Form S-3
(Registration No. 333-07895).
B-2 - Form of Distribution Agreement -
Incorporated by reference to Exhibit 1-
B, Registration Statement on Form S-3
(Registration No. 333-07895).
F-1 - Opinion of Berlack, Israels & Liberman
LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.
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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: July 16, 1996<PAGE>
EXHIBIT TO BE FILED BY EDGAR
F-1 - Opinion of Berlack, Israels & Liberman
LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.<PAGE>
EXHIBIT F-1
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
SEC File No. 70-8843
Gentlemen:
We have examined the Declaration on Form U-1, dated
September 13, 1995, filed with the Securities and Exchange
Commission (the "Commission") under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), of General Public
Utilities Corporation ("GPU"), docketed in SEC File No. 70-8843,
and as about to be amended by Amendment No. 1 thereto, dated this
date, of which this opinion is to be a part. (The Declaration, as
so amended and as thus to be amended by Amendment No. 1, is
hereinafter referred to as the "Declaration".) The Declaration
contemplates the issuance and sale by GPU from time to time
through December 31, 2001 of up to $300,000,000 aggregate
principal amount of unsecured debentures ("Debentures"). The
Debentures are to be issued by GPU pursuant to an indenture (the
"Indenture") between GPU and United States Trust Company of New
York, as Trustee (the "Trustee").
We have been counsel to GPU, a Pennsylvania
corporation, for many years. In such capacity, we have
participated in various proceedings relating to GPU and to its
subsidiaries, and we are familiar with the corporate records of
GPU and the terms of the outstanding securities of GPU and its
subsidiaries. We have also examined such other instruments,
agreements and other documents and made such further
investigation as we have deemed necessary as a basis for this
opinion. As 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 to the Declaration.
Based upon the foregoing, we are of the opinion that
GPU is validly organized and duly existing under the laws of the
Commonwealth of Pennsylvania and when (a) the Commission shall
have issued orders declaring effective (i) a Registration
Statement on Form S-3 relating to the Debentures filed under the
Securities Act of 1933, as amended ("Registration Statement"),<PAGE>
and (ii) the Declaration, (b) the maturity dates, interest rates,
interest payment dates, redemption provisions and prices and
other terms of the Debentures shall have been determined in
accordance with the provisions of the Indenture and as set forth
in the Registration Statement and the Debentures will be executed
and delivered as provided in the Indenture, (c) the Indenture
shall have been qualified under the Trust Indenture Act of 1939,
as amended, and shall have been duly executed and delivered by
GPU and the Trustee and (d) all action necessary under the
securities laws of the various states and other jurisdictions of
the United States to permit the offer and sale of the Debentures
shall have been completed, and assuming that the sale of the
Debentures will not violate Section 12(f) of the Act or Rule 70
thereunder:
1. All State laws applicable to the
proposed transactions will have been complied
with;
2. When properly authenticated by the
Trustee under the Indenture and upon payment
of the purchase price therefor by the
purchasers thereof, the Debentures will be
valid and binding obligations of GPU in
accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and
other laws affecting creditors rights
generally and general equitable principles;
and
3. The consummation of the proposed
transactions will not violate the legal
rights of the holders of any securities
issued by GPU or any "associate company"
thereof, as such term is 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
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Exhibit F-2
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
SEC File No. 70-8843
Gentlemen:
We have examined the Declaration on Form U-1, dated
September 13, 1995, filed with the Securities and Exchange
Commission (the "Commission") under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), of General Public
Utilities Corporation ("GPU"), docketed in SEC File No. 70-8843,
and as about to be amended by Amendment No. 1 thereto, dated this
date, of which this opinion is to be a part, (The Declaration,
as so amended and as thus to be amended by Amendment No. 1, is
hereinafter referred to as the "Declaration".) The Declaration
contemplates the issuance and sale by GPU from time to time
through December 31, 2001 of up to $300,000,000 aggregate
principal amount of unsecured debentures ("Debentures"). The
Debentures are to be issued by GPU pursuant to an indenture (the
"Indenture") between GPU and United States Trust Company of New
York, as Trustee (the "Trustee").
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, for many years. In connection with the
delivery of this opinion we have examined such instruments,
agreements and other documents and made such further
investigation as we have deemed necessary as a basis for this
opinion.
Based upon the foregoing, we are of the opinion,
insofar as Pennsylvania law is concerned, that GPU is validly
organized and duly existing under the laws of the Commonwealth of
Pennsylvania and when (a) the Commission shall have issued orders
declaring effective (i) a Registration Statement on Form S-3
relating to the Debentures filed under the Securities Act of
1933, as amended ("Registration Statement"), and (ii) the
Declaration, (b) the maturity dates, interest rates, interest
payment dates, redemption provisions and prices and other terms<PAGE>
of the Debentures shall have been determined in accordance with
the provisions of the Indenture and as set forth in the
Registration Statement and the Debentures will be executed and
delivered as provided in the Indenture, (c) the Indenture shall
have been qualified under the Trust Indenture Act of 1939, as
amended, and shall have been duly executed and delivered by GPU
and the Trustee and (d) all action necessary under the securities
laws of the various states and other jurisdictions of the United
States to permit the offer and sale of the Debentures shall have
been completed, and assuming that the sale of the Debentures will
not violate Section 12(f) of the Act or Rule 70 thereunder:
1. All Pennsylvania laws applicable to the proposed
transaction will have been complied with;
2. When properly authenticated by the Trustee under
the Indenture and upon payment of the purchase price
therefor by the purchasers thereof, the Debentures will
be valid and binding obligations of GPU in accordance
with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium and other laws affecting creditors rights
generally and general equitable principles; and
3. The consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by GPU or Pennsylvania Electric
Company or any of its subsidiaries.
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,
BALLARD SPAHR ANDREWS & INGERSOLL
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