Post-Effective Amendment No. 1 to
SEC File No. 70-8113
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU, INC. ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
_________________________________________
(Name of company filing this statement and
address of principal executive office)
T. G. Howson, Vice President Douglas E. Davidson, Esq.
and Treasurer Berlack, Israels & Liberman LLP
M. C. Connolly, Assistant 120 West 45th Street
General Counsel New York, New York 10036
M. A. Nalewako, Secretary
GPU, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU hereby post-effectively amends its Declaration on Form
U-1, docketed in SEC File No. 70-8113, as follows:
A. By Orders dated December 10, 1987 (HCAR No. 24522) and
April 23, 1993 (HCAR No. 35-25805) ("Original Orders"), the
Commission, among other things, authorized GPU to make
appropriate provision for the payment of non-funded benefits
under employee benefit plans of GPU Service, Inc. ("GPUS") and
GPU Nuclear, Inc. ("GPUN"), each of which is a subsidiary service
company of GPU (collectively, "Original Subsidiaries"), from time
to time until December 31, 2002, in an aggregate amount not to
exceed $50 million. These plans (collectively, "Plans")
included, among others, the GPUS and GPUN Elected Officers
Deferred Compensation Plans and Short-Term and Long-Term
Disability Plans, the GPUS Senior Officers Deferred Compensation
Plan, the GPUS and GPUN Employees Pension Plans, life annuities
or supplemental pension payments for retired officers or other
individuals ("Participants") performing services for the Original
Subsidiaries which are awarded on an individual basis, severance
payment plans in effect from time to time for officers of GPUS
and GPUN, the GPUS Senior Executive Life Insurance Program, under
which GPU is obligated to make premium payments on "split-dollar"
senior executive life insurance policies, and any other employee
benefit plans that may be adopted in the future.
B. Since the issuance of the April 23, 1993 Order, GPU has
(i) pursuant to Commission Order dated January 26, 1996 (HCAR No.
35-26463) organized GPU Generation, Inc. ("Genco") to operate the
non-nuclear generating facilities of the GPU System, (ii)
expanded the activities of GPU International, Inc. (formerly
Energy <PAGE>
Initiatives, Inc.)("International"),1 a non-utility subsidiary
which develops, owns and operates independent power projects, and
(iii) organized GPU Power, Inc. (formerly EI Power, Inc.)
("Power"),2 and GPU Electric, Inc. (formerly EI Energy, Inc.)
("Electric")3 to pursue investments in exempt wholesale
generators and foreign utility companies, respectively. Genco,
International, Power, Electric, and all other existing or yet-to-
be formed subsidiaries of GPU are collectively referred to as the
"Additional Subsidiaries."
C. Accordingly, GPU now requests authority from time to
time through December 31, 2002 to (i) make appropriate provision
for the payment of non-funded benefits due under the existing or
future Plans of the Additional Subsidiaries, and (ii) increase
the aggregate amount of non-funded benefits under the Plans for
which it may assure payment for the Original Subsidiaries and the
Additional Subsidiaries to an aggregate of $100 million. The
Additional Subsidiaries may include Jersey Central Power & Light
Company, Metropolitan Edison Company and Pennsylvania Electric
Company, the electric utility subsidiaries of GPU, to enable GPU
to provide officers and other Participants of such subsidiaries
with equivalent assurance of payment of benefits as may be
provided for the officers and other Participants of other GPU
subsidiaries.
__________________________
1 See HCAR No. 35-25108 (June 26, 1990) and subsequent orders
in Docket No. 70-7727.
2 Power is an exempt wholesale generator as defined in Section
32 of the Act.
3 HCAR No. 35-26326 (July 6, 1995).
2
<PAGE>
D. GPU submits that all of the criteria of Rule 54 under
the Act with respect to the proposed transactions are satisfied.
(i) The average consolidated retained earnings
for GPU and its subsidiaries, as reported for the four
most recent quarterly periods in GPU's Annual Report on
Form 10-K for the year ended December 31, 1995 and
Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996, as filed under the
Securities Exchange Act of 1934, was approximately $2
billion. As of June 30, 1996, GPU had invested, or
committed to invest, directly or indirectly, an
aggregate of approximately $241 million in EWGs and
$673 million in FUCOs, which as of that date would
permit GPU to make additional such investments of
approximately $113 million within the 50% ("safe
harbor") limitation of Rule 53. GPU's aggregate
investment in EWGs and FUCOs, including amounts
invested pursuant to all other outstanding or pending
authorizations, together with the authorization
requested herein, will not at any time exceed the 50%
"safe harbor" limitation imposed by Rule 53 without
prior Commission authorization.
(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in
which it directly or indirectly holds an interest.
(A) For each United States EWG in which GPU directly or
indirectly holds an interest:
(1) the books and records for such EWG
3
<PAGE>
will be kept in conformity with United States
generally accepted accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with the GAAP; and
(3) GPU directly or through its subsid-
iaries undertakes to provide the Commission access
to such books and records and financial statements
as the Commission may request.
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with
GAAP; and
(3) GPU directly or through its subsid-
iaries undertakes to provide the Commission access
to such books and records and financial
statements, or copies thereof in English, as the
Commission may request.
(C) For each FUCO or foreign EWG in which
GPU owns 50% or less of the voting securities, GPU directly
or through its subsidiaries will proceed in good faith, to
the extent reasonable under the circumstances, to cause
(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of such
entity to be prepared in accordance with GAAP; and
4
<PAGE>
(3) access by the Commission to such
books and records and financial statements (or
copies thereof) in English as the Commission may
request and, in any event, GPU will provide the
Commission on request copies of such materials as
are made available to GPU and its subsidiaries.
If and to the extent that such entity's books,
records or financial statements are not maintained
in accordance with GAAP, GPU will, upon request of
the Commission, describe and quantify each
material variation therefrom as and to the extent
required by subparagraphs (a) (2) (iii) (A) and
(a) (2) (iii) (B) of Rule 53.
(iii) No more than 2% of GPU's domestic public
utility subsidiary employees will render any services,
directly or indirectly, to EWGs and FUCOs in which GPU
directly or indirectly holds an interest.
(iv) Copies of this Application on Form U-1 are
being provided to the New Jersey Board of Public Utilities
and the Pennsylvania Public Utility Commission, the only
federal, state or local regulatory agencies having
jurisdiction over the retail rates of GPU's electric utility
subsidiaries.4 In addition, GPU will submit to each such
commission copies of
_________________________________
4 Pennsylvania Electric Company ("Penelec") is also subject
to retail rate regulation by the New York Public Service
Commission with respect to its retail service to approximately
11,300 customers in Waverly, New York, served by Waverly Electric
Power & Light Company, a Penelec subsidiary. Waverly Electric's
revenues are immaterial, accounting for less than 1% of Penelec's
total operating revenues.
5
<PAGE>
any Rule 24 certificates required hereunder, as well as a copy of
Item 9 of GPU's Form U5S and Exhibits G and H thereof (commencing
with the Form U5S to be filed for the calendar year in which the
authorization herein requested is granted).
(v) None of the provisions of paragraph (b) of
Rule 53 render paragraph (a) of that Rule unavailable for
the proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is
the subject of any pending bankruptcy or similar
proceeding.
(B) GPU's average consolidated retained
earnings for the four most recent quarterly
periods (approximately $2 billion) represented an
increase of approximately $204 million in the
average consolidated retained earnings for the
previous four quarterly periods (approximately
$1.796 billion).
(C) GPU did not incur operating losses from
direct or indirect investments in EWGs and FUCOs
in 1995 in excess of 5% of GPU's December 31, 1995
consolidated retained earnings.
E. GPU's estimated fees, commissions and expenses in
connection with the proposed transactions will be supplied by
further post-effective amendment.
F. GPU believes that Section 12(b) of the Act and Rule 45
thereunder are applicable to the proposed transactions.
G. No Federal or State commission, other than your
Commission, has jurisdiction with respect to any aspect of the
6
<PAGE>
proposed transactions.
H. It is requested that the Commission issue an order with
respect to the transactions proposed herein at the earliest
practicable date, but in any event not later than October 31,
1996. It is further requested that (i) there not be a
recommended decision by an Administrative Law Judge or other
responsible officer of the Commission, (ii) the Office of Public
Utility Regulation be permitted to assist in the preparation of
the Commission's decision, and (iii) there be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
I. The following additional exhibits and financial
statements are filed in Item 6 hereof:
(a) Exhibits:
F-1(a) -- Opinion of Berlack, Israels &
Liberman LLP -- to be filed by
post-effective amendment.
F-2(a) -- Opinion of Ballard Spahr Andrews &
Ingersoll -- to be filed by post-
effective amendment.
G -- Proposed form of public notice.
(b) Financial Statements:
1-2 GPU financial statements have been
omitted because the proposed
transactions will not have a
material effect thereon.
3. -- Not applicable.
4. -- None.
J. The issuance of an order by the Commission authorizing
payment by GPU of non-funded benefits under the Plans is not a
major Federal action significantly affecting the quality of the
7
<PAGE>
human environment. No Federal agency has prepared or is
preparing an environmental impact statement with respect to the
proposed transactions which are the subject hereof. Reference is
made to paragraph G hereof regarding regulatory approvals with
respect to the proposed transactions.
8
<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 UNDER-
SIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
By: ________________________________
T. G. Howson
Vice President and Treasurer
Date: September 11, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
(a) Exhibits:
G -- Proposed form of public notice.
<PAGE>
EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
Release No. 35 - _______; 70-8113
GPU, INC.
GPU, INC., 100 Interpace Parkway, Parsippany, New Jersey 07054, a
Pennsylvania corporation and registered holding company ("GPU"),
has filed a post-effective amendment to its Declaration under
Section 12(b) of the Public Utility Holding Company Act of 1935
(the "Act") and Rule 45 thereunder.
By Orders dated December 10, 1987 (HCAR No. 35-24522) and
April 23, 1993 (HCAR No. 35-25805) ("Original Orders"), the
Commission, among other things, authorized GPU to make
appropriate provision for the payment of non-funded benefits
under employee benefit plans of GPU Service, Inc. ("GPUS") and
GPU Nuclear, Inc. ("GPUN"), each of which is a subsidiary service
company of GPU (collectively, "Original Subsidiaries"), from time
to time until December 31, 2002, in an aggregate amount not to
exceed $50 million. These plans (collectively, "Plans")
included, among others, the GPUS and GPUN Elected Officers
Deferred Compensation Plans and Short-Term and Long-Term
Disability Plans, the GPUS Senior Officers Deferred Compensation
Plan, the GPUS and GPUN Employees Pension Plans, life annuities
or supplemental pension payments for retired officers or other
individuals ("Participants") performing services for the Original
Subsidiaries which are awarded on an individual basis, severance
payment plans in effect from time to time for officers of GPUS
and GPUN, the GPUS Senior Executive Life Insurance Program, under
which GPU is obligated to make premium payments on "split-dollar"
senior executive life insurance <PAGE>
policies, and any other employee benefit plans that may be
adopted in the future.
Since the issuance of the April 23, 1993 Order, GPU has (i)
pursuant to Commission Order dated January 26, 1996 (HCAR No. 35-
26463) organized GPU Generation, Inc. ("Genco") to operate the
non-nuclear generating facilities of the GPU System, (ii)
expanded the activities of GPU International, Inc. (formerly
Energy Initiatives, Inc.)("International"),1 a non-utility
subsidiary which develops, owns and operates independent power
projects, and (iii) organized GPU Power, Inc. (formerly EI Power,
Inc.) ("Power"),2 and GPU Electric, Inc. (formerly EI Energy,
Inc.) ("Electric")3 to pursue investments in exempt wholesale
generators and foreign utility companies, respectively. Genco,
International, Power, Electric, and all other existing or yet-to-
be formed subsidiaries of GPU are collectively referred to as the
"Additional Subsidiaries."
Accordingly, GPU now requests authority from time to time
through December 31, 2002 to (i) make appropriate provision for
the payment of non-funded benefits due under the existing or
future Plans of the Additional Subsidiaries, and (ii) increase
the aggregate amount of non-funded benefits under the Plans for
which it may assure payment for the Original Subsidiaries and the
Additional Subsidiaries to an aggregate of $100 million. The
Additional Subsidiaries may include Jersey Central Power & Light
Company, Metropolitan Edison Company and Pennsylvania Electric
__________________________________
1 See HCAR No. 35-25108 (June 26, 1990) and subsequent orders
in Docket No. 70-7727.
2 Power is an exempt wholesale generator as defined in Section
32 of the Act.
3 HCAR No. 35-26326 (July 6, 1995).
2
<PAGE>
Company, the electric utility subsidiaries of GPU, to enable GPU
to provide officers and other Participants of such subsidiaries
with equivalent assurance of payment of benefits as may be
provided for the officers and other officers and Participants of
other GPU subsidiaries.
The Post-Effective Amendment and any amendments thereto are
available for public inspection through the Commission' Office of
Public Reference. Interested persons wishing to comment or
request a hearing should submit their views in writing by
___________, 1996, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
applicant at the address above. Proof of service (by affidavit,
or in case of an attorney at law, by certificate) should be filed
with the request. Any request for a hearing shall identify
specifically the issues of fact of law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
this matter. After said date, the Post-Effective Amendment, as
it may be amended, may be permitted to become effective.
Jonathan G. Katz
Secretary
3
<PAGE>
