Amendment No. 1 to
SEC File No. 70-8937
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU, INC. ("GPU")
GPU SERVICE, INC. ("GPUS")
100 Interpace Parkway
Parsippany, New Jersey 07054
GPU INTERNATIONAL, INC. ("GPUI")
One Upper Pond Road
Parsippany, New Jersey 07054
GPU GENERATION, INC. ("GENCO")
1001 Broad Street
Johnstown, Pennsylvania 15907
(Names of companies filing this statement and
addresses of principal executive offices)
GPU, INC.
(Name of top registered holding company parent of applicants)
M. A. Nalewako, Secretary Douglas E. Davidson, Esq.
M. J. Connolly, Esq., Berlack, Israels & Liberman LLP
Assistant General Counsel 120 West 45th Street
GPU Generation, Inc. New York, New York 10024
GPU Service, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054
W. S. Greengrove, Secretary
GPU International, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)
<PAGE>
GPU, GPUS, GPUI and GENCO hereby amend their Application on Form U-1,
docketed in SEC File No. 70-8937, as follows:
1. By completing Item 2 thereof to read in its entirety as follows:
Item 2. Fees, Commissions and Expenses
The estimated fees, commissions and expenses expected to be incurred in
connection with the proposed transactions are as follows:
SEC Filing Fee $ 2,000
Legal Fees
Berlack, Israels & Liberman LLP 15,000
Ballard Spahr Andrews & Ingersoll 1,000
Miscellaneous 5,000
TOTAL $23,000
-2-
<PAGE>
2. By filing the following exhibits in Item 6 thereof:
Exhibits:
A-1 - Form of Certificate of Incorporation of Energy
Subsidiary -- Incorporated by Reference to Exhibit A-
1, Application on Form U-1 in SEC File No. 70-8829.
A-2 - Form of By-laws of Energy Subsidiary -- Incorporated
by Reference to Exhibit A-2, Application on Form U-1
in SEC File No. 70-8829.
A-3 - Form of Stock Certificate of Energy Subsidiary --
Incorporated by Reference to Exhibit A-3, Application
on Form U-1 in SEC File No. 70-8829.
F-1 - Opinion of Berlack, Israels &
Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.
-3-
<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 UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
GPU GENERATION, INC.
GPU SERVICE, INC.
By: ____________________________
T. G. Howson
Vice President and Treasurer
GPU INTERNATIONAL, INC.
By: _____________________________
B. L. Levy
President
Date: December 30, 1996
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels &
Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.
<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
Exhibit F-1
December 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc., GPU Service, Inc.,
GPU International, Inc. and
GPU Generation, Inc.
Application on Form U-1
SEC File No. 70-8937
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated October 18,
1996, under the Public Utility Holding Company Act of 1935 ("Act"), filed by
GPU, Inc. ("GPU"), a Pennsylvania corporation, GPU Service, Inc., a
Pennsylvania corporation ("GPUS"), GPU International, Inc., a Delaware
corporation ("GPUI") and GPU Generation, Inc., a Pennsylvania corporation
("GPUG"), with the Securities and Exchange Commission ("Commission"), and
docketed by the Commission in SEC File No. 70-8937, as to be amended by
Amendment No. 1 thereto, dated this date, of which this opinion is to be a
part. (The Application, as so amended and as thus to be amended, is
hereinafter referred to as the "Application").
The Application requests authorization for GPU to engage, through
one or more direct or indirect subsidiaries (each, an "Energy Subsidiary"), in
the business of brokering and marketing electricity and other energy
commodities including, without limitation, oil, natural gas and coal, and for
GPU and GPUI to acquire the securities of Energy Subsidiaries ("Securities")
in connection with the formation thereof. The Application also states that
Energy Subsidiaries may invest from time to time through December 31, 2000, up
to $50 million to acquire or construct physical assets in connection with the
marketing operations.
<PAGE>
Securities and Exchange Commission
December 30, 1996
Page 2
In addition, the Application contemplates that the Energy
Subsidiaries may enter into arrangements with GPUS and GPUG pursuant to which
personnel and other resources may be made available to the Energy Subsidiaries
to support the Energy Subsidiaries in connection with their authorized
activities. The Application also requests authority for GPU to guarantee the
debt and other obligations of Energy Subsidiaries from time to time through
December 31, 2000 in an aggregate principal amount of up to $150 million (the
guarantee agreements being referred to herein as "Guarantees").
The Application states that the Energy Subsidiaries will not make
any sales of electricity or natural gas to retail customers in any state
unless authorized or permitted to make such sales under the laws of that
state.
We have been counsel to GPU and its subsidiaries for many years.
In that connection, we have participated in various proceedings relating to
the issuance of securities by GPU and its subsidiaries, and we are familiar
with the terms of the outstanding securities of the corporations comprising
the GPU holding company system.
We are members of the Bar of the State of New York and do not
purport to be expert on the laws of any jurisdiction other than the laws of
the State of New York and the federal laws of the United States. The opinions
expressed herein are limited to matters governed by the laws of the State of
New York and the Federal laws of the United States. As to all matters which
are governed by the laws of the Commonwealth of Pennsylvania, we have relied
on the opinion of Ballard Spahr Andrews & Ingersoll which is being filed as
Exhibit F-2 to the Application.
<PAGE>
Securities and Exchange Commission
December 30, 1996
Page 3
Based upon and subject to the foregoing, and assuming (I) that the
transactions therein proposed are carried out in accordance with the
Application, (ii) compliance by GPU with the applicable guaranty limitations
in its Amended and Restated Credit Agreement dated as of July 3, 1996 and
(iii) that no Energy Subsidiary will engage in activities in Pennsylvania
which would cause it to be an "electric generation supplier" under the
Pennsylvania Public Utility Code, or broker transactions for Metropolitan
Edison Company or Pennsylvania Electric Company, without having obtained the
requisite approvals of the Pennsylvania Public Utility Commission, we are of
the opinion that when the Commission shall have entered an order forthwith
granting the Application,
(a) all State laws applicable to the proposed transactions will
have been complied with;
(b) GPU is validly organized and existing;
(c) GPU or GPUI, as applicable, will legally acquire the
Securities;
(d) the Guarantees will be valid and binding obligations of GPU
in accordance with their terms subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other laws affecting
creditors rights generally and general principles of equity; and
(e) The consummation of the transactions proposed in the
Application will not violate the legal rights of the holders of any securities
issued by GPU or any associate company thereof, as defined in the Act.
We hereby consent to the filing of this opinion as an exhibit to
the Application and in any proceedings before the Commission that may be held
in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit F-2
December 30, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: GPU, Inc., GPU Service, Inc.,
GPU International, Inc. and
GPU Generation, Inc.
Application on Form U-1
SEC File No. 70-8937
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated October 18,
1996, under the Public Utility Holding Company Act of 1935 ("Act"), filed by
GPU, Inc., a Pennsylvania corporation ("GPU"), GPU Service, Inc., a
Pennsylvania corporation ("GPUS"), GPU International, Inc., a Delaware
corporation ("GPUI"), and GPU Generation, Inc., a Pennsylvania corporation
("GPUG"), with the Securities and Exchange Commission ("Commission"), and
docketed by the Commission in SEC File No. 70-8937, as to be amended by
Amendment No. 1 thereto, dated this date, of which this opinion is to be a
part. (The Application, as so amended and as thus to be amended, is
hereinafter referred to as the "Application").
The Application requests authorization for GPU to engage, through
one or more direct or indirect subsidiaries (each, an "Energy Subsidiary"), in
the business of brokering and marketing electricity and other energy
commodities including, without limitation, oil, natural gas and coal, and for
GPU and GPUI to acquire the securities of Energy Subsidiaries ("Securities")
in connection with the formation thereof. The Application also states that
Energy Subsidiaries may invest from time to time through December 31, 2000, up
to $50 million to acquire or construct physical assets in connection with the
marketing operations.
<PAGE>
Securities and Exchange Commission
December 30, 1996
Page 2
In addition, the Application contemplates that the Energy
Subsidiaries may enter into arrangements with GPUS and GPUG pursuant to which
personnel and other resources may be made available to the Energy Subsidiaries
to support the Energy Subsidiaries in connection with their authorized
activities. The Application also requests authority for GPU to guarantee the
debt and other obligations of Energy Subsidiaries from time to time through
December 31, 2000 in an aggregate principal amount of up to $150 million (the
guarantee agreements being referred to herein as "Guarantees").
The Application states that the Energy Subsidiaries will not make
any sales of electricity or natural gas to retail customers in any state
unless authorized or permitted to make such sales under the laws of that
state.
We have been Pennsylvania counsel to GPU and certain of its
subsidiaries for many years. In connection with the delivery of this opinion,
we have examined copies of the Articles of Incorporation and By-Laws of GPU.
We have also examined such other instruments, agreements and documents and
made such further investigation as we have deemed necessary as a basis for
this opinion.
Based upon and subject to the foregoing, and assuming (i) that the
transactions therein proposed are carried out in accordance with Application,
(ii) compliance by GPU with the applicable guaranty limitations in its Amended
and Restated Credit Agreement dated as of July 3, 1996 and (iii) that no
Energy Subsidiary will engage in activities in Pennsylvania which would
constitute it an "electric generation supplier" under the Pennsylvania Public
U t ility Code or broker transactions for GPU's Pennsylvania operating
subsidiaries without the requisite approvals of the Commission, we are of the
opinion, insofar as Pennsylvania law is concerned, that when the Commission
shall have entered an order forthwith granting the Application,
(a) all Pennsylvania laws applicable to the proposed
transactions will have been complied with;
(b) GPU is validly organized and existing;
(c) if applicable, GPU will legally acquire the Securities;
<PAGE>
Securities and Exchange Commission
December 30, 1996
Page 3
(d) the Guarantees will be valid and binding obligations of GPU
in accordance with their terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other laws affecting creditors
rights generally and general principles of equity; and
(e) the consummation of the transactions proposed in the
Application 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 Application and in any proceedings before the Commission that may be held
in connection therewith.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE>
