SEC File No. 70-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("MET-ED")
PENNSYLVANIA ELECTRIC COMPANY ("PENELEC")
P.O. Box 16001, Reading, Pennsylvania 19640
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
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. C. Matthews, Secretary
and Treasurer Metropolitan Edison Company
M. A. Nalewako, Secretary Pennsylvania Electric Company
M. J. Connolly, Esq., Director P.O. Box 16001
of Legal Services Reading, Pennsylvania 19640
GPU Service Corporation
100 Interpace Parkway B. L. Levy, President
Parsippany, New Jersey 07054 K. A. Tomblin, Secretary
Energy Initiatives, Inc.
R. S. Cohen, Secretary One Upper Pond Road
Jersey Central Power & Light Parsippany, New Jersey 07054
Company
300 Madison Avenue
Morristown, New Jersey 07960
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
(Names and addresses of agents for service)<PAGE>
Item 1. Description of Proposed Transaction.
A. GPU, JCP&L, Met-Ed, Penelec and EI (each, a "TPS
Applicant") believe that there are business opportunities that
they may wish to pursue which involve the provision of power to
the telecommunications industry. As a result of fundamental
changes taking place in the telecommunications industry and the
evolution of the related technology, the power requirements of
telecommunications companies have been changing, leading to a
growing trend for such companies to seek third party suppliers to
meet their changing power needs rather than addressing them
internally.
B. In particular, JCP&L has been engaged in
discussions with non-affiliated telecommunications companies
(each, a "Telco") concerning the Telco's need for a mechanism to
deliver power on a reliable basis to the local distribution
points disbursed throughout the Telco's telecommunications
network. These local distribution points, known as optical
network units ("ONUs"), may be ground-based or located on utility
poles, with each ONU serving a number of customer locations,
depending upon the particular configuration. The ONUs, which
will replace the Telco's existing wire-based power supply system,
convert the lightwave signal which travels over the Telco's fiber
optic network into an electrical signal which travels down a
coaxial cable into the customer's premises and delivers the
ultimate telecommunications services. JCP&L has developed an ONU
power service unit ("ONU Power Unit") which would be installed on
the same utility pole as an ONU. The ONU Power Unit would draw
power from the existing electric utility wire, convert it to the
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direct current required by the ONU and deliver such converted
power to the ONU. The ONU Power Unit would also contain a
battery backup to assure reliable service, as well as a
communications device to allow remote monitoring.
C. The TPS Applicants propose that ONU Power Units be
marketed, installed, operated and maintained in one or more
Telco's service territories (which may overlap, in whole or in
part, the boundaries of JCP&L's, Met-Ed's or Penelec's respective
service territories) and in the service territories of other
telecommunications providers, regardless of location. In
addition, one or more of the TPS Applicants may also seek to
develop, market, install, operate and maintain other products and
systems designed to address the power requirements of
telecommunications providers. Such other products and systems
may employ technology comparable to the ONU Power Unit or other
technologies, such as photovoltaics, fuel cells, wind and
flywheels. In addition, such activities may include providing
other telecommunications infra-structure services which may not
utilize any of these technologies. These telecommunications
power services activities are collectively referred to herein as
the "TPS Business".
D. One or more of the TPS Applicants may acquire an
interest in the TPS Business either directly, through the
acquisition of securities of a Telco or otherwise, or,
alternatively, through new wholly-owned or partly-owned
subsidiary company(ies) thereof, to be formed (each, a "TPS
Subsidiary"), or, subject to negotiation of acceptable commercial
terms with a Telco, through a joint venture involving any of the
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foregoing and a Telco or a Telco affiliate (each, a "TPS JV").
Notwithstanding the foregoing, GPU will not acquire a direct
interest in the TPS Business other than through the acquisition
of securities of a Telco.
E. The TPS Applicants therefore propose to (1) engage
in the TPS Business as aforesaid, and (2) acquire the securities
of a Telco or one or more TPS Subsidiaries or, directly or
indirectly, one or more TPS JVs.
F. It is also requested that the Commission authorize
the provision of goods and services relating to the TPS Business
(1) to JCP&L, Met-Ed and Penelec by EI or any TPS Subsidiaries or
TPS JVs and (2) to any TPS Subsidiaries and TPS JVs by GPUSC, all
of which goods and services will be provided at cost in
compliance with Rules 90 and 91 under the Act. For this purpose,
each TPS Applicant, TPS Subsidiary and TPS JV will maintain
separate financial records relating to the TPS Business.
G. It is presently expected that the aggregate amount
of the TPS Applicants' investment in the TPS Business will not
exceed $30 million through December 31, 1998.
H. The authorization requested herein with respect to
the acquisition of securities of a Telco or any TPS Subsidiaries
or TPS JVs shall expire upon the first to occur of (i) December
31, 1998 and (ii) the adoption by the Commission of Rule 58 (HCAR
No. 35-26313, June 20, 1995) or such other rule, regulation or
order as shall exempt the transactions as herein proposed from
Section 9(a) of the Act.
Item 2. Fees, Commissions and Expenses.
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The estimated fees, commissions and expenses to be
incurred in connection herewith will be filed by amendment.
Item 3. Applicable Statutory Provisions.
Sections 9(a), 10 and 12 of the Act and Rules 90 and 91
thereunder are applicable to the transactions proposed herein.
It is requested that Certificates Pursuant to Rule 24
under the Act be required to be filed hereunder quarterly within
60 days of the end of each calendar quarter. Such certificates
will (a) identify each investment made in connection with the TPS
Business or by a TPS Applicant in any TPS Subsidiary or TPS JV in
the previous quarter; (b) describe generally the activities
relating to the TPS Business of all TPS Applicants and their TPS
Subsidiaries or TPS JVs in the previous quarter; and (c) report
the revenues and expenses in connection with the TPS Business
during the previous quarter. To the extent such certificates
contain confidential or proprietary business or commercial
information, confidential treatment under Rule 104 may be sought.
Item 4. Regulatory Approval.
No state commission has jurisdiction with respect to
the subject transactions, except as set forth below, and,
assuming that your Commission authorizes and approves all aspects
of the subject transactions (including the accounting therefor),
no other Federal commission has jurisdiction with respect
thereto. In the case of JCP&L, Met-Ed and Penelec, participation
in the TPS Business would not constitute utility services under
the respective public utility codes of Pennsylvania and New
Jersey and, as such, would not be subject to the jurisdiction of
the New Jersey Board of Public Utilities ("NJBPU") and
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Pennsylvania Public Utility Commission ("PaPUC"). Nonetheless,
the NJBPU and PaPUC will be notified of the proposed
participation by JCP&L and by Met-Ed and Penelec, respectively.
In the case of Met-Ed and Penelec, however, to the extent the
proposed transactions would involve the acquisition by either of
5% or more of the voting interest in any entity, such aspect of
the transaction would be subject to the jurisdiction of the PaPUC
under Section 1102 of the Pennsylvania Public Utility Code. In
addition, to the extent that either Met-Ed or Penelec enters into
a service agreement with an affiliated entity (other than a
wholly owned subsidiary), such agreement would be subject to the
jurisdiction of the PaPUC under Section 2102 of the Pennsylvania
Public Utility Code.
Item 5. Procedure.
It is requested that the Commission issue an order with
respect to the transactions proposed herein at the earliest
practicable date but, in any event, not later than May 1, 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.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
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A-1 Form of Certificate of Incorporation of
TPS Subsidiary - to be filed by
amendment.
A-2 Form of By-Laws of TPS Subsidiary - to
be filed by amendment.
A-3 Form of TPS Subsidiary stock certificate
-- to be filed by amendment.
B Not applicable.
C Not applicable.
D-1 Copy of notices to the NJBPU and PaPUC -
- to be filed by amendment.
D-2 Copy of PaPUC Order, if any, relating to
acquisition of 5% or more of the voting
interest in any entity or a service
agreement with an affiliated entity --
to be filed by amendment.
E Not applicable.
F-1 Opinion of Berlack, Israels & Liberman
LLP -- to be filed by amendment.
F-2 Opinion of Richard S. Cohen, Esq. -- to
be filed by amendment.
F-3 Opinion of Ryan, Russell, Ogden &
Seltzer -- to be filed by amendment.
F-4 Opinion of Ballard Spahr Andrews &
Ingersoll -- to be filed by amendment.
G Proposed form of public notice.
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(b) Financial Statements:
1 None.
Note: GPU Corporate and consolidated actual
and pro forma financial statements are
omitted since they are not deemed to be
material or relevant or necessary for a
proper disposition of the proposed
transactions.
2 None.
3 None.
4 None.
Item 7. Information as to Environmental Effects.
The proposed transactions are for the purpose of
carrying out the TPS Applicants' business activities.
Consequently, the issuance of an order by your Commission with
respect to the subject transactions is not a major Federal action
significantly affecting the quality of the human environment.
No Federal agency has prepared or is preparing an
environmental impact statement with respect to the subject
transactions. Reference is made to Item 4 hereof regarding
regulatory approvals with respect to the proposed transactions.
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SIGNATURES
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.
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
ENERGY INITIATIVES, INC.
By:
B. L. Levy, President
Date: April 1, 1996<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
G - Proposed form of public notice.<PAGE>
EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
GENERAL PUBLIC UTILITIES CORPORATION, et al.
GENERAL PUBLIC UTILITIES CORPORATION, 100 Interpace
Parkway, Parsippany, New Jersey 07054, a Pennsylvania corporation
and registered holding company ("GPU"), and its subsidiaries,
JERSEY CENTRAL POWER & LIGHT COMPANY, 300 Madison Avenue,
Morristown, New Jersey 07962 ("JCP&L"), METROPOLITAN EDISON
COMPANY, P.O. Box 16001, Reading, Pennsylvania 19640 ("Met-Ed"),
and PENNSYLVANIA ELECTRIC COMPANY, P.O. Box 16001, Reading,
Pennsylvania 19640 ("Penelec") and ENERGY INITIATIVES, INC., One
Upper Pond Road, Parsippany, New Jersey 07054 ("EI"; together
with GPU, JCP&L, Met-Ed and Penelec, the "TPS Applicants"), and
GPU SERVICE CORPORATION, 100 Interpace Parkway, Parsippany, New
Jersey 07054 ("GPUSC"), have filed an Application pursuant to
Sections 9(a), 10 and 12 of the Public Utility Holding Company
Act of 1935 (the "Act") and Rules 90 and 91 thereunder.
The TPS Applicants believe that there are business
opportunities that they may wish to pursue which involve the
provision of power to the telecommunications industry. As a
result of fundamental changes taking place in the
telecommunications industry and the evolution of the related
technology, the power requirements of telecommunications
companies have been changing, leading to a growing trend for such
companies to seek third party suppliers to meet their changing
power needs rather than addressing them internally.
-1-<PAGE>
In particular, JCP&L has been engaged in discussions
with non-affiliated telecommunications companies (each, a
"Telco") concerning the Telco's need for a mechanism to deliver
power on a reliable basis to the local distribution points
disbursed throughout the Telco's telecommunications network.
These local distribution points, known as optical network units
("ONUs"), may be ground-based or located on utility poles, with
each ONU serving a number of customer locations, depending upon
the particular configuration. The ONUs, which will replace the
Telco's existing wire-based power supply system, convert the
lightwave signal which travels over the Telco's fiber optic
network into an electrical signal which travels down a coaxial
cable into the customer's premises and delivers the ultimate
telecommunications services. JCP&L has developed an ONU power
service unit ("ONU Power Unit") which would be installed on the
same utility pole as an ONU. The ONU Power Unit would draw power
from the existing electric utility wire, convert it to the direct
current required by the ONU and deliver such converted power to
the ONU. The ONU Power Unit would also contain a battery backup
to assure reliable service, as well as a communications device to
allow remote monitoring.
The TPS Applicants propose that ONU Power Units be
marketed, installed, operated and maintained in one or more
Telco's service territories (which may overlap, in whole or in
part, the boundaries of JCP&L's, Met-Ed's or Penelec's respective
service territories) and in the service territories of other
telecommunications providers, regardless of location. In
addition, one or more of the TPS Applicants may also seek to
-2-<PAGE>
develop, market, install, operate and maintain other products and
systems designed to address the power requirements of
telecommunications providers. Such other products and systems
may employ technology comparable to the ONU Power Unit or other
technologies, such as photovoltaics, fuel cells, wind and
flywheels. In addition, such activities may include providing
other telecommunications infra-structure services which may not
utilize any of these technologies. These telecommunications
power services activities are collectively referred to as the
"TPS Business".
One or more of the TPS Applicants may acquire an
interest in the TPS Business either directly, through the
acquisition of securities of a Telco or otherwise, or,
alternatively, through new wholly-owned or partly-owned
subsidiary company(ies) thereof, to be formed (each, a "TPS
Subsidiary"), or, subject to negotiation of acceptable commercial
terms with a Telco, through a joint venture involving any of the
foregoing and a Telco or a Telco affiliate (each, a "TPS JV").
Notwithstanding the foregoing, GPU will not acquire a direct
interest in the TPS Business other than through the acquisition
of securities of a Telco.
The TPS Applicants therefore propose to (1) engage in
the TPS Business as aforesaid, and (2) acquire the securities of
a Telco or one or more TPS Subsidiaries or, directly or
indirectly, one or more TPS JVs.
It is also requested that the Commission authorize the
provision of goods and services relating to the TPS Business (1)
to JCP&L, Met-Ed and Penelec by EI or any TPS Subsidiaries or TPS
-3-<PAGE>
JVs and (2) to any TPS Subsidiaries and TPS JVs by GPUSC, all of
which goods and services will be provided at cost in compliance
with Rules 90 and 91 under the Act. For this purpose, each TPS
Applicant, TPS Subsidiary and TPS JV will maintain separate
financial records relating to the TPS Business.
It is presently expected that the aggregate amount of
the TPS Applicants' investment in the TPS Business will not
exceed $30 million through December 31, 1998.
The authorization requested with respect to the
acquisition of securities of a Telco or any TPS Subsidiaries or
TPS JVs shall expire upon the first to occur of (i) December 31,
1998 and (ii) the adoption by the Commission of Rule 58 (HCAR No.
35-26313, June 20, 1995) or such other rule, regulation or order
as shall exempt the transactions as proposed from Section 9(a) of
the Act.
The Application 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 specified 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 or
order issued in this matter. After said date, the Declaration,
as amended or as it may be further amended, may be granted.
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<PAGE>
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
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<PAGE>
