Post-Effective Amendment No. 7 to
SEC File No. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
ENERGY INITIATIVES, INC. ("EI")
EI SERVICES, INC. ("EI Services")
One Upper Pond Road, Parsippany, New Jersey 07054
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue, Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("Met-Ed")
P.O. Box 16001, Reading, Pennsylvania 19640
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
1001 Broad Street, Johnstown, Pennsylvania 15907
GPU SERVICE CORPORATION ("GPUSC")
100 Interpace Parkway, Parsippany, New Jersey 07054
(Names of companies filing this statement
and addresses of principal offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of the applicants)
T. G. Howson, Vice President Michael J. Connolly, Esq.
and Treasurer Assistant General Counsel
M.A. Nalewako, Secretary GPU Service Corporation
GPU Service Corporation 100 Interpace Parkway
100 Interpace Parkway Parsippany, New Jersey 07054
Parsippany, New Jersey 07054
R. S. Cohen, Secretary W. A. Boquist, II, Vice
Jersey Central Power & President - Legal Services
Light Company Metropolitan Edison Company
300 Madison Avenue Pennsylvania Electric Company
Morristown, New Jersey 07960 P.O. Box 16001
Reading, Pennsylvania 19640
B. L. Levy, President Douglas E. Davidson, Esq.
K. A. Tomblin, Secretary Berlack, Israels & Liberman
LLP
Energy Initiatives, Inc. 120 West 45th Street
EI Services, Inc. New York, New York 10036
One Upper Pond Road
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)<PAGE>
GPU, EI, EI Services, JCP&L, Met-Ed, Penelec and GPUSC
hereby post-effectively amend the Application on Form U-1,
docketed in SEC File No. 70-8593, as heretofore amended, as
follows:
1. By amending paragraph I thereof to read in its
entirety as follows:
I. To provide operational flexibility, it is
also proposed that the Subsidiary Companies provide
other Subsidiary Companies and Exempt Entities with all
services necessary or desirable for their operations,
including, without limitation, management, operations,
administrative, employment, tax, accounting, engineer-
ing, consulting, utility performance, and electronic
data processing services, and software development and
support services in connection therewith. The Subsid-
iary Companies propose to provide such services and to
sell goods to other associated Subsidiary Companies and
associated Exempt Entities at fair market prices, and
request an exemption pursuant to Section 13(b) from the
requirements of Rules 90 and 91 applicable to such
transactions in any case in which one or more of the
following circumstances are present:
1. Such associate is a FUCO or an EWG
which derives no part of its income, directly
or indirectly, from the generation, transmis-
sion, or distribution of electric energy for
sale within the United States; or
2. Such associate is an EWG which
sells electricity at market-based rates which
have been approved by the FERC or the appro-
priate state public utility commission,
provided the purchaser of such electricity is
not an associate of GPU within the GPU Sys-
tem; or
3. Such associate is an EWG that sells
electricity at rates based upon its cost of
service, as approved by the FERC or any state
public utility commission, provided that the
purchaser of such electricity is not an
associate of GPU within the GPU System; or
4. Such associate is a Subsidiary
Company, the sole business of which is devel-
oping, owning and/or operating FUCOs or EWGs
described in clauses 1, 2 or 3 above.
1
<PAGE>
The Commission has heretofore authorized EI,
either directly or through it subsidiary EI Services,
(collectively, "Initiatives"), to provide services and
sell goods to associate EWGs and FUCOs which satisfy
one of the requirements in clauses 1, 2 or 3 above
under an exemption from the cost standard. According-
ly, it is also proposed that Initiatives be exempt
under Section 13(b) from the requirements of Rules 90
and 91 with respect to the rendering of services or
sale of goods to Subsidiary Companies that satisfy the
requirements of clause 4 above.
The Subsidiary Companies and Initiatives will
provide services and goods to associates that do not
satisfy any of the above circumstances at cost in
accordance with Section 13(b) of the Act and Rules 90
and 91.
GPU acknowledges that the Commission's authoriza-
tion for Subsidiary Companies and Initiatives to
provide services or sell goods to any such associate
shall not be binding upon the FERC or any state public
utility commission having jurisdiction, and agrees that
neither the Subsidiary Companies nor Initiatives will
assert or take any position to the contrary in any
administrative or judicial proceeding involving the
determination of rates that may be charged by any such
associate. GPU also states that neither the Subsidiary
Companies nor Initiatives will provide services or sell
goods to any associate which, in turn, provides such
services or sells such goods, directly or indirectly,
to any other associate which does not fall within any
of the preceding enumerated categories.
It is also contemplated that GPU Service Corpora-
tion ("GPUSC"), a subsidiary service company, would
provide certain services to Subsidiary Companies or
Exempt Entities in which GPU owns an interest. For
example, there are certain activities such as financial
reporting, tax services, pension and benefit adminis-
tration, risk management, treasury, corporate, finan-
cial and legal which may be most cost effectively
performed by GPUSC to meet the mutual needs of GPU and
all of its associates. All such services provided by
GPUSC will performed at cost in accordance with Rules
90 and 91, provided that GPUSC may charge such addi-
tional consideration, if any, as any state public
utility commission having jurisdiction over the rates
charged by an Operating Company (as defined below) may
authorize.
2<PAGE>
There may also be instances where it is desirable
for employees of Jersey Central Power & Light Company,
Metropolitan Edison Company and Pennsylvania Electric
Company (collectively, the "Operating Companies") to
perform services for Subsidiary Companies and Exempt
Entities in which GPU directly or indirectly owns an
interest. For example, employees of the Operating
Companies may have expertise regarding the operation
and maintenance of electric generation, transmission or
distribution facilities owned or operated by a Subsid-
iary Company or Exempt Entity, and it may be more
efficient and/or economic to utilize existing system
personnel rather than hiring new employees for this
purpose. In addition, it may be desirable to utilize
certain Operating Company personnel to assist in due
diligence evaluations, audits, assessments and the like
of potential Exempt Entity acquisitions. Accordingly,
authorization is requested for the Operating Companies
to provide such services to Subsidiary Companies and
Exempt Entities in which GPU directly or indirectly
owns an interest. Pursuant to Rule 53(a)(3), no more
than 2% of the employees of the Operating Companies
will render services, at any one time, directly or
indirectly, to Subsidiary Companies or Exempt Entities
in which GPU directly or indirectly holds an interest.
All such services will be provided at cost in accor-
dance with Rules 90 and 91, provided that an Operating
Company may charge such additional consideration, if
any, as the state public utility commission having
jurisdiction over the rates charged by such Operating
Company may authorize.
There will be no diversion of GPU System personnel
or resources (either by the Operating Companies or
GPUSC) that will adversely affect any Operating Subsid-
iary's domestic customers or GPU's shareholders.
Moreover, in no case will GPUSC or the Operating
Company be obligated to render services, if in the sole
judgment of the entity performing the services, the
personnel and resources needed to fill the request are
not available. The provision of such services will
enable the Subsidiary Companies, and Exempt Entities in
which GPU directly or indirectly holds an interest, to
employ economies of scale while not adversely affecting
the GPU system. In addition, the applicable service
agreement will provide, with respect to services
performed at cost, that neither GPUSC nor the Operating
Companies (as the case may be) shall have any liability
or make any warranty with respect to the performance of
the services requested, other than the obligation to
re-perform the requested work at cost in accordance
with the work order. Furthermore, the applicable
service agreement will provide, with respect to servic-
es performed at cost, that GPUSC and the Operating
Companies (as the case may be) will be fully indemni-
fied by the recipient (or, if applicable, Initiatives
or the Subsidiary Company on whose behalf the work is
performed) against liabilities to or claims of third
parties arising out of the performance of services.
3
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2. GPU agrees that it will include the following
additional information in each Certificate Pursuant to Rule 24
filed on a quarterly basis pursuant to the Order dated July 6,
1995 in this docket (HCAR No. 35-26326):
(i) a copy of each Subsidiary Company's balance
sheet and income statement.
(ii) a brief narrative description of the Exempt
Entities in which there are funds invested (including in particu-
lar the project size, location and scope of operation).
3. Applicants request that the Commission reserve
jurisdiction pending completion of the record over the authoriza-
tion requested in paragraph I hereto with respect to the perfor-
mance of services by Met-Ed and Penelec for Exempt Entities and
Subsidiary Companies.
4<PAGE>
SIGNATURE
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 UNDER-
SIGNED 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: February 6, 1996<PAGE>
