SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION
ENERGY INITIATIVES, INC.
EI SERVICES, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
GPU SERVICE CORPORATION<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In The Matter of )
)
GENERAL PUBLIC UTILITIES CORPORATION ) Certificate Pursuant
ENERGY INITIATIVES, INC. ) to Rule 24 of
Partial
EI SERVICES, INC. ) Completion of
JERSEY CENTRAL POWER & LIGHT COMPANY ) Transactions
METROPOLITAN EDISON COMPANY )
PENNSYLVANIA ELECTRIC COMPANY )
GPU SERVICE CORPORATION )
)
SEC File No. 70-8593 )
(Public Utility Holding Company )
Act of 1935) )
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TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, General Public Utilities Corporation
("GPU"), Energy Initiatives, Inc. ("EI"), EI Services, Inc.
("Services"), Jersey Central Power & Light Company ("JCP&L"),
Metropolitan Edison Company ("Met-Ed"), Pennsylvania Electric
Company ("Penelec") and GPU Service Corporation ("GPUSC") hereby
certify pursuant to Rule 24 of the Rules and Regulations under
the Public Utility Holding Company Act of 1935, that certain of
the transactions proposed in the Application, as amended, filed
in SEC File No. 70-8593, have been carried out in accordance with
the Commission's Orders dated July 6, 1995, January 19, 1996 and
March 6, 1996, as follows:
2. On April 24, 1996, JCP&L, Met-Ed, Penelec, EI, EI
Power, Inc. and EI Energy, Inc. entered into a Services Agreement
providing for certain services to be provided to the EI Companies
thereunder.<PAGE>
2. The following Exhibit is filed in Item 6 thereof:
B-1 - Services Agreement, dated as of April
24, 1996, among JCP&L, Met-Ed, Penelec,
EI, EI Power, Inc. and EI Energy, Inc.
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS CERTIFICATE TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
GPU SERVICE CORPORATION
By: _____________________________
T. G. Howson,
Vice President and Treasurer
ENERGY INITIATIVES, INC.
EI SERVICES, INC.
By: ______________________________
B. L. Levy, President
Date: May 29, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibit:
B-1 - Services Agreement, dated as of April
24, 1996, among JCP&L, Met-Ed, Penelec,
EI, EI Power, Inc. and EI Energy, Inc.
<PAGE>
Exhibit B-1
AGREEMENT
THIS AGREEMENT, dated as of April 24, 1996, between and
among JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L"),
METROPOLITAN EDISON COMPANY ("MET-ED") and PENNSYLVANIA ELECTRIC
COMPANY ("PENELEC"), collectively, referred to herein as the
"Utility Group", each a wholly-owned subsidiary of General Public
Utilities Corporation ("GPU"), a registered public utility
holding company under the Public Utility Holding Company Act of
1935 (the "Act")
and
ENERGY INITIATIVES, INC. ("EI"), EI POWER, INC. ("EIP"), EI
ENERGY, INC. ("EIE") (each a wholly-owned subsidiary of GPU), and
their subsidiaries, collectively, referred to herein as the "EI
Group".
W I T N E S S E T H :
WHEREAS, Met-Ed and Penelec are Pennsylvania public utility
companies engaged in the production, generation, transmission,
distribution and sale of electricity; and
WHEREAS, JCP&L is a New Jersey public utility company
engaged in the production, generation, transmission, distribution
and sale of electricity; and
WHEREAS, the EI Group is engaged in the development,
ownership, operation and maintenance of electric generation
facilities and transmission and distribution facilities, both
domestically and internationally, which facilities are
"qualifying facilities" under the Public Utility Regulatory
Policies Act of 1978 or exempt wholesale generators or foreign
utility companies as defined in the Act; and
WHEREAS, the EI Group and the Utility Group have determined
that the members of each group can obtain more effective
economies and better utilization of available resources and can
gain valuable experience through "at cost" transfers of a wide-
range of services by members of the Utility Group to members of
the EI Group as the need arises from time to time; and
WHEREAS, the Utility Group members believe that in an
increasingly competitive industry the provisions of such services
to EI Group members will provide them with opportunities and
experience which will be beneficial to their primary public
utility business of generating, transmitting and distributing
electricity and that the provision of such services will not be
detrimental to carrying out of their primary responsibilities in
connection with such public utility business.
WHEREAS, the members of the EI Group desire that the members
of the Utility Group provide them with such services; and<PAGE>
WHEREAS, this Agreement is an affiliated interest agreement
under the Pennsylvania Public Utility Code and the members of
the Utility Group desire to obtain such regulatory authorization
as is or may be necessary for them to provide such services to
the EI Group as more fully described herein,
NOW, THEREFORE, the parties hereto intending to be legally
bound agree, as follows:
1. As used herein "Services" refers, but is not
limited, to (i) providing consulting services with respect to
aspects of design, operation, maintenance and repair of electric
generation, transmission and distribution facilities; (ii)
providing data processing, computer and other related services;
(iii) performing training needs analyses, developing training
materials and programs, and conducting training; and (iv)
providing lab testing, and research and development support
services;
2. Upon the request of any member of the EI Group
from time to time, a member of the Utility Group may furnish
one or more Services upon the terms and conditions set forth
herein.
3. All Services provided pursuant hereto shall be
in accordance with the Act and the regulations promulgated
thereunder (including, without limitation, Rules 90 and 91 under
the Act, copies of which are attached hereto as Attachment I) as
follows:
(a) All Services provided hereunder shall be priced
at the cost thereof (including all applicable direct and indirect
costs of the Utility Group member furnishing such Services).
(b) Invoices for Services will be rendered as soon as
practical after the close of each month and will be payable
within thirty days following receipt.
(c) Services provided by members of the Utility Group
will be tracked and accounted for by such companies using company
unique miscellaneous work order numbers to segregate and
accumulate all of the costs associated with said Services.
Utility Group costs associated with these Services are
automatically recorded as accounts receivable, FERC Account 146
"Accounts receivable from associated companies." Subsequent
payments received are recorded as a credit to FERC Account 146.
These work orders will allow for separate reporting and tracking
of Services provided to associated companies and will isolate
these work efforts as intercompany receivables, thereby
preventing cross-subsidization of any member of the EI Group by
any member of the Utility Group.
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4. (a) In view of the fact that the Services to
be furnished hereunder are to be furnished at cost, and to
facilitate the undertaking of this Agreement, each member of the
El Group expressly waives any right it may have to recover from
each member of the Utility Group , and will indemnify and save
harmless each such Utility Group member for any losses, damages,
penalties, liabilities, claims or expenses (including liabilities
to third parties or property damage or personal injury or death)
for any cause whatsoever including without limitation the
negligence of the Utility Group member, its employees and agents
in connection with its provision of the Services hereunder. The
foregoing indemnification shall not apply, however, to loss or
damage to a Utility Group member's own property and that of its
employees or to matters set forth in paragraph 4(b) hereof, or to
the extent of the amount, if any, of insurance proceeds received
by such Utility Group member.
(b) Each Utility Group member providing
Services hereunder shall have sole responsibility for the
compensation, withholding of taxes, providing of worker s
compensation insurance and the providing of benefits for any of
its employees engaged in the provision of Services hereunder and
expressly waives any right it may have to recover from each El
Group member, and will indemnify and save harmless each such El
Group member from and against any liability on account thereof.
5. The provision of the Services hereunder by
Utility Group members to the EI Group members shall be subject to
the receipt of any other regulatory approvals by the Utility
Group members which may pertain to or be necessary therefor.
6. This Agreement may be terminated with respect to
any party hereto, effective as of the end of any calendar month,
upon at least thirty days' prior written notice of such
termination by such party to the other parties hereto.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written:
JERSEY CENTRAL POWER & LIGHT COMPANY
By:_________________________________________
METROPOLITAN EDISON COMPANY
By:_________________________________________
PENNSYLVANIA ELECTRIC COMPANY
By:_________________________________________
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<PAGE>
ENERGY INITIATIVES, INC., and its Subsidiaries
By:__________________________________________
EI POWER, INC., and its Subsidiaries
By: _______________________________________
EI ENERGY, INC., and its Subsidiaries
By: ________________________________________
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