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 Initiaytives, 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, an
"ENCON Applicant") believe that there are business opportunities
that they may wish to pursue in connection with the provision of
energy-related engineering services, as well as technical and
analytical consulting services in connection with energy-related
matters. Such activities may also entail the marketing,
installation, operation and maintenance of various products and
systems, and ancillary services related thereto, designed to
implement the energy solutions recommended in the course of
providing the engineering and consulting services (collectively,
these services are referred to as "ENCON Services").
B. JCP&L is already engaged in the provision of
certain ENCON Services to its own electric utility customers
within its service territory as part of its utility business.
These existing activities relate to what JCP&L calls conditioned
power services, which are designed to prevent, control or
mitigate the adverse effects of power disturbances, disruptions
and limitations on a customer's electrical system, along with
fluctuations in power levels, so as to ensure the power quality
required by the customer and, in particular, the customer's more
sensitive electronic equipment. Met-Ed and Penelec also provide
conditioned power services to their own electric utility
customers within their respective service territories as part of
their utility business.
C. The ENCON Applicants now propose (1) to expand
the scope of their engineering and consulting services beyond
conditioned power services so as to encompass other energy-related
matters and (2) to provide such ENCON Services both within and beyond
the boundaries of the service territories of JCP&L, Met-Ed and
Penelec.
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D. One or more of the ENCON Applicants have been
engaged in discussions with non-affiliated engineering and
consulting companies (each, an "ENCONCo") which are already
active in the business of providing such engineering and
consulting services and the marketing of related products and
services (collectively, the "ENCON Business"). One or more of
the ENCON Applicants may acquire an interest in the ENCON
Business either directly, through the acquisition of securities
of an ENCONCo or otherwise, or, alternatively, through new
wholly-owned or partly-owned subsidiary compan(ies) thereof, to
be formed (each, an "ENCON Subsidiary"), or, subject to
negotiation of acceptable commercial terms with an ENCONCo,
through a joint venture involving any of the foregoing and an
ENCONCo or an ENCONCo affiliate (each, an "ENCON JV").
Notwithstanding the foregoing, GPU will not acquire a direct
interest in the ENCON Business other than through the acquisition
of securities of an ENCONCo.
E. The ENCON Applicants therefore propose to (1)
engage in the ENCON Business as aforesaid, and (2) acquire the
securities of an ENCONCo or one or more ENCON Subsidiaries or,
directly or indirectly, one or more ENCON JVs.
F. It is also requested that the Commission authorize
the provision of goods and services relating to the ENCON
Business (1) to JCP&L, Met-Ed and Penelec by EI or any ENCON
Subsidiaries or ENCON JVs and (2) to any ENCON Subsidiaries and
ENCON JVs by GPUSC, all of which goods and services will be
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provided at cost in compliance with Rules 90 and 91 under the
Act. For this purpose, each ENCON Applicant, ENCON Subsidiary
and ENCON JV will maintain separate financial records relating to
the ENCON Business.
G. It is presently expected that the aggregate amount
of the ENCON Applicants' investment in the ENCON Business will
not exceed $25 million through December 31, 1998.
H. The authorization requested herein with respect to
the acquisition of securities of an ENCONCo or any ENCON
Subsidiaries or ENCON JVs shall expire upon the first to occur of
(i) December 31, 1998 and (ii) the adoption by the Commission of
proposed 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.
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
ENCON Business or by an ENCON Applicant in any ENCON Subsidiary
or ENCON JV in the previous quarter; (b) describe generally the
activities relating to the ENCON Business of all ENCON Applicants
and their ENCON Subsidiaries or ENCON JVs in the previous
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quarter; and (c) report the revenues and expenses in connection
with the ENCON 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. JCP&L believes that its participation within its
service territory in the aspects of the ENCON Business which
relate to conditioned power services is covered by the authority
heretofore received by it from the New Jersey Board of Public
Utilities ("NJBPU") by Order dated October 19, 1993 in Docket No.
ET92040380, as amended by Order dated September 13, 1994. In the
case of Met-Ed and Penelec, participation within their respective
service territories in the aspects of the ENCON Business which
relate to conditioned power services is believed to be subject to
regulation under the public utility code of Pennsylvania by the
Pennsylvania Public Utility Commission ("PaPUC"), and Met-Ed and
Penelec have been and continue to be participants in a proceeding
relating thereto that is pending before the PaPUC in Docket No.
P-00920567.
Participation in the ENCON Business by JCP&L, Met-Ed
and Penelec in aspects other than conditioned power services or
beyond the boundaries of their respective service territories
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would not constitute utility services under the respective public
utility codes of Pennsylvania and New Jersey. Nonetheless, the
NJBPU and PaPUC will be notified of such 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 April 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
ENCON Subsidiary - to be filed by
amendment.
A-2 Form of By-Laws of ENCON Subsidiary - to
be filed by amendment.
A-3 Form of ENCON 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 ENCON 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: March 13, 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"),
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 "ENCON 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 ENCON Applicants believe that there are business
opportunities that they may wish to pursue in connection with the
provision of energy-related engineering services, as well as
technical and analytical consulting services in connection with
energy-related matters. Such activities may also entail the
marketing, installation, operation and maintenance of various
products and systems,and ancillary services related thereto,
designed to implement the energy solutions recommended in the
-1-<PAGE>
course of providing the engineering and consulting services
(collectively, these services are referred to as "ENCON
Services").
JCP&L is already engaged in the provision of certain
ENCON Services to its own electric utility customers within its
service territory as part of its utility business. These
existing activities relate to what JCP&L calls conditioned power
services, which are designed to prevent, control or mitigate the
adverse effects of power disturbances, disruptions and
limitations on a customer's electrical system, along with
fluctuations in power levels, so as to ensure the power quality
required by the customer and, in particular, the customer's more
sensitive electronic equipment. Met-Ed and Penelec also provide
conditioned power services to their own electric utility
customers within their respective service territories as part of
their utility business. The ENCON Applicants now
propose (1) to expand the scope of their engineering and
consulting services beyond conditioned power services so as to
encompass other energy-related matters and (2) to provide such
ENCON Services both within and beyond the boundaries of the
service territories of JCP&L, Met-Ed and Penelec.
One or more of the ENCON Applicants have been engaged
in discussions with non-affiliated engineering and consulting
companies (each, an "ENCONCo") which are already active in the
business of providing such engineering and consulting services
and the marketing of related products (collectively, the "ENCON
Business"). One or more the ENCON Applicants may acquire an
interest in the ENCON Business either directly, through the
-2-<PAGE>
acquisition of securities of an ENCONCo or otherwise, or,
alternatively, through new wholly-owned or partly-owned
subsidiary compan(ies) thereof, to be formed (each, an "ENCON
Subsidiary"), or, subject to negotiation of acceptable commercial
terms with an ENCONCo, through a joint venture involving any of
the foregoing and an ENCONCo or an ENCONCo affiliate (each, an
"ENCON JV"). Notwithstanding the foregoing, GPU will not acquire
a direct interest in the ENCON Business other than through the
acquisition of securities of an ENCONCo.
The ENCON Applicants therefore propose to (1) engage in
the ENCON Business as aforesaid, and (2) acquire the securities
of an ENCONCo or one or more ENCON Subsidiaries or, directly or
indirectly, one or more ENCON JVs.
It is also requested that the Commission authorize the
provision of goods and services relating to the ENCON Business
(1) to JCP&L, Met-Ed and Penelec by EI or any ENCON Subsidiaries
or ENCON JVs and (2) to any ENCON Subsidiaries and ENCON 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 ENCON Applicant, ENCON Subsidiary and ENCON JV will
maintain separate financial records relating to the ENCON
Business.
It is presently expected that the aggregate amount of
the ENCON Applicants' investment in the ENCON Business will not
exceed $25 million through December 31, 1998.
The authorization requested with respect to the
acquisition of securities of an ENCONCo or any ENCON Subsidiaries
or ENCON JVs shall expire upon the first to occur of (i) December
-3-<PAGE>
31, 1998 and (ii) the adoption by the Commission of proposed 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 April
1, 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.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
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