Post-Effective Amendment No. 1 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 CORPORATION ("GENCO")
1001 Broad Street
Johnstown, Pennsylvania 15907
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("Met-Ed")
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
2800 Pottsville Pike
Reading, Pennsylvania 19640
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
GPU SERVICE CORPORATION ("GPUSC")
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names of companies filing this statement and
addresses of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(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 Boulevard
M. J. Connolly, Esq. P.O. Box 6219
GPU Service Corporation Reading, Pennsylvania 19610
100 Interpace Parkway
Parsippany, New Jersey 07054
Richard S. Cohen, Esq. Robert C. Gerlach, Esq.
Jersey Central Power & Light Co. Ballard Spahr Andrews &
300 Madison Avenue Ingersoll
Morristown, New Jersey 07960 1735 Market Street
Philadelphia, Pennsylvania 19103
William C. Matthews Douglas E. Davidson, Esq.
Secretary Berlack,Israels & Liberman LLP
Metropolitan Edison Company 120 W. 45th Street
Pennsylvania Electric Company New York, New York 10036
2800 Pottsville Pike
Reading, Pennsylvania 19601
(Names and addresses of agents for service)
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A. By Order dated January 26, 1996 (HCAR No. 35-26463), the
Commission, among other things, authorized GPU to organize and acquire all
of the capital stock of GENCO. On February 15, 1996, GENCO issued all of
its 2,500 authorized shares to GPU. In accordance with the January 26,
1996 Order, GENCO has been organized to operate, maintain and rehabilitate
the non-nuclear generation facilities owned and/or operated by Jersey
Central Power & Light Company ("JCP&L"), Metropolitan Edison Company
("Met-Ed") and Pennsylvania Electric Company ("Penelec") (collectively,
the "Operating Companies") pursuant to service contracts and/or an
operating agreement. GENCO will also design, construct, start up and test
any new non-nuclear generation facilities that the Operating Companies may
require in the future, and will be responsible for budgeting, accounting,
and other data collection, and for customary generation support activi-
ties, such as procurement of materials, supplies, outside services, fuel
and fuel supplies as requested. GENCO's services will be performed at
cost in accordance with Rules 90 and 91.
B. By Order dated March 6, 1996 (HCAR No. 35-26484) in SEC File No.
70-8593, the Commission, among other things, authorized the Operating
Companies to perform services for exempt wholesale generators ("EWGs") and
foreign utility companies ("FUCOs"), as defined in sections 32 and 33 of
the Act, respectively, in which
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GPU, directly or indirectly, owns an interest, and "Subsidiary Companies",
as defined in that Order.(1) As stated in the related Application on
Form U-1, such authorization was necessary
because 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 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.
All services to be provided by the Operating Companies under the March 6,
1996 Order will be provided at cost in accordance with Rules 90 and 91,
provided that an Operating Company may charge such additional consider-
ation, if any, as the state public utility commission having jurisdiction
over the rates charged by such Operating Company may authorize.
C. Inasmuch as the operating and maintenance functions for the non-
nuclear generation facilities of the GPU System have now been consolidated
in and will henceforth be performed by GENCO as described above, certain
of the services contemplated in the March 6, 1996 Order can now only be
performed by GENCO employees. For example, GENCO employees formerly
employed by the Operating Companies may have expertise regarding the
operation or maintenance
______________________________
(1) "Subsidiary Companies" are defined as companies engaged, directly or
indirectly, and exclusively, in the business of owning and holding the
interests and securities of one or more FUCOs and /or EWGs and in project
development activities relating to the acquisition of such securities and
the underlying projects.
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of electric generation facilities and it may be more efficient and/or
economic to utilize existing GENCO personnel in lieu of hiring additional
personnel. Similarly, GENCO employees may be utilized in assisting in due
diligence evaluations, audits, assessments and the like of potential
Exempt Entity acquisitions, including, in particular, those involving
generation facilities. Accordingly, authorization is requested for GENCO
to provide services to Subsidiary Companies and Exempt Entities in which
GPU owns a direct or indirect interest, and to Energy Initiatives, Inc.
(or its subsidiaries) (collectively, "EI"). All such services will be
provided at cost in accordance with Rules 90 and 91.
D. There will be no diversion of GENCO personnel or resources that
will adversely affect any Operating Subsidiary's domestic customers or
GPU's shareholders. Moreover, in no case will GENCO be obligated to
render services, if in the sole judgment of GENCO, the personnel and
resources needed to fill the request are not available. The provision of
such services will enable the Subsidiary Companies, Exempt Entities and EI
to employ economies of scale while not adversely affecting the GPU System.
In addition, the applicable service agreement will provide that (i) GENCO
will have no liability and will not 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, and
(ii) GENCO will be fully indemnified by the recipient (or, if applicable,
EI 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.
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E. The estimated fees, commissions and expenses to be incurred in
connection with the proposed transactions will be supplied by further
post-effective amendment.
F. It is believed that Section 13 of the Act and Rules 90 and 91
thereunder are applicable to the transactions proposed herein.
G. It is requested that Certificates Pursuant to Rule 24 under the
Act required to be filed hereunder be filed quarterly within 60 days of
the end of each calendar quarter, provided that the Certificate for the
last calendar quarter may be filed within 90 days of the end of the
calendar year. Such certificates will include a description of the
services obtained by each Subsidiary Company or Exempt Entity, or EI, from
GENCO, specifying the type of service, the number of GENCO personnel
providing services during the quarter (to the extent practicable) and the
total dollar value of such services. GENCO may combine the information
included in the quarterly certificates with the Certificates Pursuant to
Rule 24 filed in File Nos. 70-7727 and 70-8593 by GPU and EI, as applica-
ble.
H. No state commission has jurisdiction with respect to any aspect
of the proposed transactions and, assuming your Commission authorizes and
approves all aspects of the transactions (including the accounting
therefor), no Federal commission other than your Commission has jurisdic-
tion with respect to any aspect thereof.
I. It is requested that the Commission issue an order with respect
to the transactions proposed herein at the earliest practicable date, but
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in any event not later than April 30, 1996. It is further requested that
(i) there not be a recommended decision by an Administrative Law Judge or
other responsible officer of the Commission, (ii) the Office of Public
Utility Regulation be permitted to assist in the preparation of the
Commission's decision, and (iii) there be no waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
J. The following additional exhibits and financial statements are
filed in Item 6 hereof:
(a) Exhibits:
A - None.
B - None.
C - None.
D - None.
E - None.
F-1 - Opinion of Berlack, Israels & Liberman LLP -- to
be filed by amendment.
F-2 - Opinion of Michael J. Connolly, Esq. -- to be
filed by amendment.
G - Financial Data Schedule -- to be filed by amend-
ment.
H - Proposed form of public notice.
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(b) Financial Statements:
1 - GENCO financial statements have been omitted
because the proposed transactions will not have a
material effect thereon.
2 - GPU Consolidated Financial Statements have been
omitted because the proposed transactions would
not have a material effect thereon.
3 - None.
4 - None.
K. The proposed transactions are for the purpose of carrying out
GENCO's business activities. As such, the issuance of an order by your
Commission with respect to the proposed transactions which are the subject
hereof is not a major Federal action significantly affecting the quality
of the human environment.
L. No Federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transactions which are the
subject hereof. Reference is made to Item 4 hereof regarding regulatory
approvals with respect to the proposed transactions.
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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 UNDERSIGNED THEREUNTO DULY
AUTHORIZED.
GPU GENERATION CORPORATION
GENERAL PUBLIC UTILITIES CORPORATION
GPU SERVICE CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: ________________________________
T. G. Howson
Vice President and Treasurer
Date: March 19, 1996
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EXHIBIT TO BE FILED BY EDGAR
Exhibit:
H - Proposed form of public notice<PAGE>
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-__________; 70-8409)
GPU GENERATION CORPORATION, et al.
GPU Generation Corporation ("GENCO"), 1001 Broad Street, Johnstown,
Pennsylvania 15907, a non-utility subsidiary of General Public Utilities
Corporation ("GPU"), Jersey Central Power & Light Company ("JCP&L"), 300
Madison Avenue, Morristown, New Jersey 07960, an electric utility
subsidiary of GPU, Metropolitan Edison Company ("Met-Ed"), 2800 Pottsville
Pike, Reading, Pennsylvania 19640, an electric utility subsidiary of GPU,
Pennsylvania Electric Company ("Penelec"), 2800 Pottsville Pike, Reading,
Pennsylvania 19640, an electric utility subsidiary of GPU, GPU, 100
Interpace Parkway, Parsippany, New Jersey 07054, a registered holding
company, and GPU Service Corporation ("GPUSC"), 100 Interpace Parkway,
Parsippany, New Jersey 07054, a non-utility subsidiary of GPU (collec-
tively, the "Applicants"), have filed a post-effective amendment under
Section 13 of the Act and Rules 90 and 91 thereunder.
By Order dated January 26, 1996 (HCAR No. 35-26463), the Commission,
among other things, authorized GPU to organize and acquire all of the
capital stock of GENCO. On February 15, 1996, GENCO issued all of its
2,500 authorized shares to GPU. In accordance with the January 26, 1996
Order, GENCO has been organized to operate, maintain and rehabilitate the
non-nuclear generation facilities owned and/or operated by JCP&L, Met-Ed
and Penelec (collectively, the "Operating Companies") pursuant to service
contracts and/or an operating agreement. GENCO will also design,
construct, start up and test any new non-nuclear generation facilities
that the Operating Companies may require in the future, and will be
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<PAGE>
responsible for budgeting, accounting, and other data collection, and for
customary generation support activities, such as procurement of materials,
supplies, outside services, fuel and fuel supplies as requested. GENCO's
services will be performed at cost in accordance with Rules 90 and 91.
By Order dated March 6, 1996 (HCAR No. 35-26484) in SEC File No. 70-
8593, the Commission, among other things, authorized the Operating
Companies to perform services for exempt wholesale generators ("EWGs") and
foreign utility companies ("FUCOs"), as defined in sections 32 and 33 of
the Act, respectively, in which GPU, directly or indirectly, owns an
interest, and "Subsidiary Companies", as defined in that order.(1) All
services to be provided by the Operating Companies under the March 6, 1996
Order will be provided at cost in accordance with Rules 90 and 91,
provided that an Operating Company may charge such additional consider-
ation, if any, as the state public utility commission having jurisdiction
over the rates charged by such Operating Company may authorize.
________________________________
(1) "Subsidiary Companies" are defined as companies engaged, directly or
indirectly, and exclusively, in the business of owning and holding the
interests and securities of one or more FUCOs and/or EWGs and in project
development activities relating to the acquisition of such securities and
the underlying projects.
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Inasmuch as the operating and maintenance functions for the non-
nuclear generation facilities of the GPU System have now been consolidated
in and will henceforth be performed by GENCO as described above, Appli-
cants state that certain of the services contemplated in the March 6, 1996
order can now only be performed by GENCO employees. For example, GENCO
employees formerly employed by the Operating Companies may have expertise
regarding the operation or maintenance of electric generation facilities
and it may be more efficient and/or economic to utilize existing GENCO
personnel in lieu of hiring additional personnel. Similarly, GENCO
employees may be utilized in assisting in due diligence evaluations,
audits, assessments and the like of potential Exempt Entity acquisitions,
including, in particular, those involving generation facilities.
Accordingly, authorization is requested for GENCO to provide services to
Subsidiary Companies and Exempt Entities in which GPU owns a direct or
indirect interest, and to Energy Initiatives, Inc. (or its subsidiaries).
All such services will be provided at cost in accordance with Rules 90 and
91.
The post-effective amendment and any amendments thereto are available
for public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should submit
their views in writing by __________, 1996, to the Secretary, Securities
and Exchange Commission, Washington, D.C. 20549, and serve a copy on the
Applicants at the addresses above. Proof of service (by affidavit, or in
case of an attorney at law, by certificate) should be filed with the
request. Any request for a hearing shall identify specifically the issues
of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice
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or order issued in this matter. After said date, the post-effective
amendment, as it may be amended, may be permitted to become effective.
Jonathan G. Katz
Secretary
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