Post-Effective Amendment No. 2 to
SEC File No. 70-8409
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ( Act )
GPU GENERATION, INC. ( GENCO )
1001 Broad Street
Johnstown, Pennsylvania 15907
JERSEY CENTRAL POWER & LIGHT COMPANY ( JCP&L )
METROPOLITAN EDISON COMPANY ( Met-Ed )
PENNSYLVANIA ELECTRIC COMPANY ( Penelec )
2800 Pottsville Pike
Reading, Pennsylvania 19640
GPU, Inc. ( GPU )
100 Interpace Parkway
Parsippany, New Jersey 07054
GPU SERVICE, INC. ( GPUS )
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GPU, INC.
(Name of top registered holding company parent of applicants)
T.G. Howson, Vice President W. Edwin Ogden, Esq.
and Treasurer Ryan, Russell, Ogden & Seltzer
M.A. Nalewako, Secretary 1100 Berkshire Blvd.
M.J. Connolly, Esq., Assistant P.O. Box 6219
General Counsel Reading, Pennsylvania 19610
GPU Service, Inc.
100 Interpace Parkway Robert C. Gerlach, Esq.
Parsippany, New Jersey 07054 Ballard Spahr Andrews &
Ingersoll
S.L. Guibord, Secretary 1735 Market Street
Jersey Central Power & Light Philadelphia, PA 19103
Company
Metropolitan Edison Company Douglas E. Davidson, Esq.
Pennsylvania Electric Company Berlack, Israels & Liberman
LLP
2800 Pottsville Pike 120 W. 45th Street
Reading, Pennsylvania 19601 New York, New York 10036
(Names and addresses of agents for service)<PAGE>
GENCO, JCP&L, Met-Ed, Penelec, GPU and GPUS hereby post-
effectively amend their Declaration on Form U-1, docketed in SEC
File No. 70-8409, as heretofore amended, as follows:
1. By amending paragraph E of Post-Effective Amendment No.
1 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:
Legal fees:
Berlack, Israels & Liberman LLP $3,000
Miscellaneous 2,000
Total $5,000
2. By filing the following exhibits in Item 6(a) thereof:
F-1(a) Opinion of Berlack, Israels & Liberman LLP
F-2(a) Opinion of Michael J. Connolly, Esq.<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 GENERATION, INC.
GPU, INC.
GPU SERVICE, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By:_____________________________
T.G. Howson
Vice President and Treasurer
Date: November 22, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(a) Opinion of Berlack, Israels & Liberman LLP
F-2(a) Opinion of Michael J. Connolly, Esq.<PAGE>
LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
November 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Generation, Inc.
GPU Service, Inc.
GPU, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Application on Form U-1
SEC File No. 70-8409
Dear Sirs:
We have examined Post-Effective Amendment No. 1, dated
March 19, 1996, to the Declaration on Form U-1, dated April 15,
1994, under the Public Utility Holding Company Act of 1935 (the
Act ), filed by GPU Generation, Inc. ( GENCO ), GPU, Inc.
( GPU ), GPU Service, Inc. ( GPUS ) Jersey Central Power & Light
Company ( JCP&L ), Metropolitan Edison Company ( Met-Ed ) and
Pennsylvania Electric Company ( Penelec , together with JCP&L and
Met-Ed, the Operating Companies ) with the Securities and
Exchange Commission (the Commission ) and docketed by the
Commission in SEC File No. 70-8409, and as to be amended by Post-
Effective Amendment No. 2 thereto, dated this date, of which this
opinion is to be a part. (The Declaration, as so amended and as
t h u s to be amended, is hereinafter referred to as the
Declaration .)
The Declaration now contemplates, among other things,
the performance by GENCO of services for exempt wholesale
generators and foreign utility companies, as defined in sections
32 and 33 of the Act.
<PAGE>
Securities and Exchange Commission
November 22, 1996
Page 2
In addition to the matters set forth in our previous
opinion dated February 14, 1995 and filed as Exhibit F-1 to the
Declaration, we have examined a copy of the Commission's Order,
dated January 26, 1996, permitting the Declaration, as then
amended, to become effective. We have also examined copies,
signed, certified or otherwise identified to our satisfaction, of
the articles of incorporation and by-laws of GENCO and of other
instruments, agreements and documents, and have made such other
investigation, as we have deemed necessary as a basis for this
opinion.
For many years, we have participated in various
proceedings relating to the issuance and sale 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 in the laws of any jurisdiction other
than the laws of the State of New York and the Federal laws of
the United States. With respect to all matters of Pennsylvania
law, we have relied on the opinion of Michael J. Connolly, Esq.,
which is being filed as Exhibit F-2(a)to the Declaration.
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Declaration, we are of the opinion that when the Commission
shall have entered an order forthwith permitting the Declaration
to become effective,
(a) all State Laws applicable to the proposed transactions
will have been complied with; and
(b) the consummation of the transactions proposed in the
Declaration 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.<PAGE>
Securities and Exchange Commission
November 22, 1996
Page 3
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<PAGE>
(LETTERHEAD OF M. J. CONNOLLY)
November 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Generation, Inc.
GPU Service, Inc.
GPU, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Application on Form U-1
SEC File No. 70-8409
Dear Sirs:
I have examined Post-Effective Amendment No. 1, dated
March 19, 1996, to the Declaration on Form U-1, dated April 15,
1994, under the Public Utility Holding Company Act of 1935 (the
Act ), filed by GPU Generation, Inc.( GENCO ), GPU, Inc. ( GPU ),
GPU Service, Inc. ( GPUS ) Jersey Central Power & Light Company
( JCP&L ), Metropolitan Edison Company ( Met-Ed ) and Pennsylvania
Electric Company ( Penelec , together with JCP&L and Met-Ed, the
Operating Companies ) with the Securities and Exchange Commission
(the Commission ) and docketed by the Commission in SEC File No.
70-8409, and as to be amended by Post-Effective Amendment No. 2
thereto, dated this date, of which this opinion is to be a part.
(The Declaration, as so amended and as thus to be amended, is
hereinafter referred to as the Declaration .)
The Declaration now contemplates, among other things,
the performance by GENCO of services for exempt wholesale
generators and foreign utility companies, as defined in sections
32 and 33 of the Act, respectively, at cost in accordance with
Rules 90 and 91 under the Act.<PAGE>
Securities and Exchange Commission
November 22, 1996
Page 2
In connection with the post-effective Amendment No. 1,
I have examined a copy of the Commission's Order, dated January
26, 1996, permitting the Declaration, as then amended to become
effective. I have also examined copies, signed, certified or
otherwise identified to my satisfaction, of the articles of
incorporation and by-laws of GENCO and of other instruments,
agreements and documents and have made such other investigation,
as I have deemed necessary as a basis for this opinion.
I am Assistant General Counsel for GPU Service, Inc.
and I am familiar with the terms of the outstanding securities of
the corporations comprising the GPU holding company system.
I am a member of the Bar of the Commonwealth of
Pennsylvania and do not express any opinion with respect to the
laws of any jurisdiction other than the laws of the Commonwealth
of Pennsylvania and the Federal laws of the United States.
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Declaration, I am of the opinion that when the Commission
shall have entered an order forthwith permitting the Declaration
to become effective,
I. all State Laws applicable to the proposed transactions will
have been complied with; and
II. the consummation of the transactions proposed in the
Declaration 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.
I 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,
Michael J. Connolly
Assistant General Counsel
<PAGE>
