Post-Effective Amendment No. 2 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. A. Nalewako, Secretary 120 West 45th Street
GPU, Inc. New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054 M.J. Connolly, Esq., Assistant
General Counsel
GPU Service, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names and addresses of agents for service)
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GPU hereby post-effectively amends its Declaration on Form U-1, docketed
in SEC File No. 70-8113, as heretofore amended, as follows:
1. By amending paragraph C of Post-Effective Amendment
No. 1 to read in its entirety as follows:
C. Accordingly, GPU now requests authority
from time to time through December 31, 2002 to (I)
guaranty or otherwise 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 guaranty or otherwise 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.
2. By amending paragraph D(I) of Post-Effective
Amendment No. 1 to read in its entirety as follows:
(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, June 30,
1996, and September 30, 1996 as filed under the
Securities Exchange Act of 1934, was approximately
$2.07 billion. As of September 30, 1996, GPU had
invested, or committed to invest, directly or
indirectly, an aggregate of approximately $244
million in EWGs and $679 million in FUCOs. GPU's
2
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aggregate investment in EWGs and FUCOs, including
amounts invested pursuant to all other outstanding
or pending authorizations, will not at any time
exceed the 50% "safe harbor" limitation imposed by
Rule 53 without prior Commission authorization.(1)
3. By amending subparagraph (v)(B) of paragraph G of Post-Effective
Amendment No. 1 to read in its entirety as follows:
(B) GPU's average consolidated retained
earnings for the four most recent quarterly periods
(approximately $2.07 billion) represented an
increase of approximately $200 million (or
approximately 10%) in the average consolidated
retained earnings for the previous four quarterly
periods (approximately $1.87 billion).
4. By completing Item 2 hereof to read in its entirety as
follows:
___________________________
(1) GPU has filed with the Commission a Post-Effective Amendment
to its Application on Form U-1 Docket No. 70-8593 requesting
authorization to increase this limitation to 100% of GPUs
"consolidated retained earnings."
3
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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 $3,500
Ballard Spahr Andrews & Ingersoll 350
Miscellaneous 1,150
Total $5,000
3. By filing the following exhibits in Item 6 thereof:
F-1(a) -- Opinion of Berlack, Israels & Liberman
LLP
F-2(a) -- Opinion of Ballard Spahr Andrews
& Ingersoll
4
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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 UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
GPU, INC.
By:___________________________
T. G. Howson
Vice President and
Treasurer
Date: November 21, 1996
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(a) -- Opinion of Berlack, Israels & Liberman
LLP
F-2(a) -- Opinion of Ballard Spahr Andrews
& Ingersoll
<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
Exhibit F-1(a)
November 21, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc. Declaration on Form U-1
SEC File No. 70-8113
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated
September 11, 1996, to the Declaration on Form U-1, dated December
22, 1995, as amended, under the Public Utility Holding Company Act
of 1935 ("Act"), filed by GPU, Inc. ("GPU"), a Pennsylvania
corporation, with the Securities and Exchange Commission ("Commis-
sion"), and docketed by the Commission in SEC File No. 70-8113, 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: (I)
extending until December 31, 2002 the period during which GPU may
guaranty the payment of non-funded benefits due under existing or
future employee benefit plans of its subsidiaries, and (ii)
increasing to $100 million the aggregate amount of non-funded
benefits for which GPU may guaranty.
In addition to the matters set forth in our previous
opinion dated March 26, 1993 and filed as Exhibit F-1 to the
Declaration, we have examined a copy of the Commission's Order,
dated April 23, 1993, permitting the Declaration, as then amended
to become effective. We have also examined such other documents and
made such further investigation as we have deemed necessary as a
basis for this opinion.
<PAGE>
Securities and Exchange Commission
November 21, 1996
Page 2
We have been counsel to GPU and its subsidiaries for many
years. In that connection, we have participated in various pro-
ceedings 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(a) to the Declaration.
Based upon and subject to 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;
(b) GPU is validly organized and existing;
(c) the guarantees will be valid and binding obligations
of GPU in accordance with their terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and
general principles of equity limiting the availability of equitable
remedies; and
(d) 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.
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Securities and Exchange Commission
November 21, 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
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(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit F-2(a)
November 21, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated
September 11, 1996, to the Declaration on Form U-1, dated
December 22, 1995, as amended, under the Public Utility Holding
Company Act of 1935 ("Act"), filed by GPU, Inc. ("GPU"), a
Pennsylvania corporation, with the Securities and Exchange
Commission, ("Commission"), and docketed by the Commission in SEC
File No. 70-8113, 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:
(I) extending until December 31, 2002 the period during which
GPU may guaranty the payment of non-funded benefits due under
existing or future employee benefit plans of its subsidiaries,
and (ii) increasing to $100 million the aggregate amount of
non-funded benefits for which GPU may guaranty.
We have been Pennsylvania counsel to GPU and certain of
its subsidiaries for many years. In addition to the matters set
forth in our previous opinion dated March 26, 1993 and filed as
Exhibit F-2 to the Declaration, we have examined a copy of the
Commission's Order, dated April 23, 1993, permitting the
Declaration, as then amended to become effective. We have also
examined such other documents and made such further investigation
as we have deemed necessary as a basis for this opinion.
<PAGE>
Securities and Exchange Commission
November 21, 1996
Page 2
Based upon and subject to the forgoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Declaration, we are of the opinion, insofar
as Pennsylvania law is concerned, that when the Commission shall
have entered an order forthwith permitting the Declaration to
become effective:
a. all Pennsylvania laws applicable to the proposed
transactions will have been complied with;
b. GPU is validly organized and existing;
c. the guarantees will be valid and binding
obligations of GPU in accordance with their terms,
subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights
generally and general principles of equity
limiting the availability of equitable remedies;
and
d. 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
its subsidiary Pennsylvania Electric Company.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceeding before the
Commission that may be held in connection therewith.
Sincerely,
BALLARD SPAHR ANDREWS
& INGERSOLL
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