Post-Effective Amendment No. 8 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, engineering,
consulting, utility performance, and electronic data
processing services, and software development and support
services in connection therewith. The Subsidiary
Companies propose to provide such services and to sell
goods to other associated Subsidiary Companies and
associated Exempt Entities at market prices, and request
an exemption pursuant to Section 13(b) from the require-
ments 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 appropriate
state public utility commission, provided the
purchaser of such electricity is not an
associate of GPU within the GPU System; 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.
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The Commission has heretofore authorized EI, either
directly or through it subsidiary EI Services, (collec-
tively, "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. Accordingly, it is
also proposed that Initiatives be exempt under Sec-
tion 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 authorization
for Subsidiary Companies and Initiatives to provide
services or sell goods to any Exempt Entity or related
Subsidiary Company shall not be binding upon the FERC or
any state public utility commission having jurisdiction
over the rates changed by such Exempt Entities, 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 Corporation
("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 administration, risk
management, treasury, corporate, financial 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.
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
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maintenance of electric generation, transmission or
distribution facilities owned or operated by a Subsidiary
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 accordance 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 autho-
rize.
There will be no diversion of GPU System personnel
or resources (either by the Operating Companies or GPUSC)
that will adversely affect any Operating Subsidiary'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
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 that GPUSC and the Operating Companies (as the
case may be) will be fully indemnified by the recipient
(or, if applicable, Initiatives or the Subsidiary Company
on whose behalf the work is performed) against liabili-
ties to or claims of third parties arising out of the
performance of services.
2. GPU agrees that it will include the following
additional information in each Certificate Pursuant to Rule 24
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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, income statement and any related notes.
(ii) a brief narrative description of the Exempt
Entities in which there are funds invested (including in particular
the project size, location and scope of operation).
2. GPU will file the Certificates Pursuant to Rule 24
required to be filed by it in this docket and in docket no. 70-7727
within 60 days of the end of each fiscal quarter, provided that GPU
may file the certificate relating to the last fiscal quarter within
90 days of the end of the fiscal year.
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.
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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 26, 1996<PAGE>
