Amendment No. 1 to
SEC File No. 70-8877
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
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 and Douglas E. Davidson, Esq.
Treasurer Berlack, Israels & Liberman
LLP
M. A. Nalewako, Secretary 120 West 45th Street
GPU Service, Inc. New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU hereby amends its Application on Form U-1, docketed in
SEC File No. 70-8877, as follows:
1. By adding the following new Paragraph C(1) of Item
1 thereof:
C(1) The price of the Additional Common Stock will be
determined through negotiations with underwriters or other
purchasers and will be based on several factors, including
in particular the current market price of GPU s common stock
and capital market conditions in general at the time.
Total expenses incurred by GPU in connection with
the issuance and sale of the Additional Common Stock will
not exceed 5% of the total proceeds from the sale of
Additional Common Stock. In addition, unless the Commission
otherwise authorizes (i) at the time of each issuance and
sale of Additional Common Stock, GPU will be in compliance
with Rules 53 and 54 under the Act and (ii) at the time the
proceeds of any such sale of Additional Common Stock are
used to acquire an interest in an exempt wholesale generator
or foreign utility company, GPU will be in compliance with
the 50% aggregate investment condition of Rule 53(a)(1).
2. By completing Item 2 thereof to read in its
entirety as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions
(other than underwriting or selling agent fees, commissions
and discount) are as follows:
Filing fees:
Securities and Exchange Commission $80,146.42
Printing and engraving 15,000.00
Legal fees:
Berlack, Israels & Liberman LLP 65,000.00
Ballard Spahr Andrews & Ingersoll 7,500.00
Blue Sky fees and expenses 7,500.00
Accounting fees:
Coopers & Lybrand L.L.P 15,000.00
Miscellaneous 14,853.58
Total $205,000.00
3. By deleting the last sentence of Item 5 thereof.
4. By filing the following exhibits in Item 6<PAGE>
thereof:
Exhibits:
F-1 - Opinion of Berlack, Israels &
Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll.<PAGE>
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: October 7, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits
F-1 - Opinion of Berlack, Israels &
Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll<PAGE>
Exhibit F-1
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
October 7, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Application on Form U-1
SEC File No. 70-8877
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated
June 24, 1996, under the Public Utility Holding Company Act of
1935 ("1935 Act"), filed by GPU, Inc. (the "Company"), a
Pennsylvania corporation, with the Securities and Exchange
Commission ("Commission"), and docketed by the Commission in SEC
File No. 70-8877, as amended by Amendment No. 1 thereto, dated
this date, of which this opinion is to be a part. (The
Application, as thus to be amended, is hereinafter referred to as
the "Application").
The Application contemplates the issuance and sale by
the Company of up to 7,000,000 additional shares of its common
stock, par value $2.50 per share (the "Additional Common Stock").
The Company would issue and sell the Additional Common Stock from
time to time either through (i) one or more negotiated
transactions with one or more underwriters, (ii) one or more
selling or placement agents who regularly engage in the sale or
placement of such securities pursuant to a selling agency or
distribution agreement, (iii) direct sales to institutional or
other purchasers through privately negotiated transactions, or
(iv) any combination of the foregoing.
In addition, the Company may sell Additional Common
Stock to a selling agent, as principal, for resale to the public
either directly or through dealers. It is anticipated that such
sales would be made from time to time in one or more market
transactions on the floor of the New York Stock Exchange or any
regional exchange on which the Company's common stock may be
admitted to trading privileges, in block transactions on such
exchanges, fixed price offerings off the floor of such exchanges
or other such special type offerings or distributions made in
accordance with the rules of such exchanges and/or in private
placement transactions.
We have been counsel to the Company for many years. In
such capacity, we are familiar with the affairs of the Company
and the transactions that are the subject matter of the
Application.<PAGE>
Securities and Exchange Commission
October 7, 1996
Page 2
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 to the Application.
We have assumed that (i) the proposed transactions are
carried out on the basis set forth in the Company s related
Registration Statement on Form S-3 ( Registration Statement )
under the Securities Act of 1933, as amended (the 1933 Act ) and
in conformity with the requisite authorizations, approvals,
consents or exemptions under the securities laws of the various
States and other jurisdictions of the United States, (ii) the
Commission shall have issued an order declaring effective the
Registration Statement under the 1933 Act, and (iii) the sale of
the Additional Common Stock does not violate Section 12(f) of the
1935 Act or Rule 70 thereunder.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that when
the Commission shall have entered an order forthwith granting the
Application:
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) the Company is validly organized and existing, and
(c) the Additional Common Stock to be issued and sold
in accordance with the Application, when properly issued,
delivered and paid for, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP<PAGE>
Exhibit F-2
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
October 7, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Public Utilities Corporation -
Application on Form U-1
SEC File No. 70-8877
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated
June 24, 1996, under the Public Utility Holding Company Act of
1935 (the "1935 Act"), filed by GPU, Inc. (the "Company"), a
Pennsylvania corporation, with the Securities and Exchange
Commission (the "Commission"), and docketed by the Commission in
SEC File No. 70-8877, as amended by Amendment No. 1 thereto,
dated this date, of which this opinion is to be a part. (The
Application, as thus to be amended, is hereinafter referred to as
the "Application").
The Application contemplates the issuance and sale by
the Company of up to 7,000,000 additional shares of its common
stock, par value $2.50 per share (the "Additional Common Stock").
The Company would issue and sell the Additional Common Stock from
time to time either through (i) one or more negotiated
transactions with one or more underwriters, (ii) one or more
selling or placement agents who regularly engage in the sale or
placement of such securities pursuant to a selling agency or
distribution agreement, (iii) direct sales to institutional or
other purchasers through privately negotiated transactions, or
(iv) any combination of the foregoing.
In addition, the Company may sell Additional Common
Stock to a selling agent, as principal, for resale to the public
either directly or through dealers. It is anticipated that such
sales would be made from time to time in one or more market
transactions on the floor of the New York Stock Exchange or any
regional exchange on which the Company's common stock may be
admitted to trading privileges, in block transactions on such
exchanges, fixed price offerings off the floor of such exchanges
or other such special type offerings or distributions made in
accordance with the rules of such exchanges and/or in private
placement transactions.<PAGE>
<PAGE>
Securities and Exchange Commission
October 7, 1996
Page 2
We have been Pennsylvania counsel to the Company and
certain of its subsidiaries for many years. In such capacity, we
have examined copies, signed, certified or otherwise proven to
our satisfaction, of the Articles of Incorporation and By-Laws of
the Company. We have also examined such other instruments,
agreements and documents and made such further investigation as
we have deemed necessary as a basis for this opinion. We have
assumed, without verification, that the certificates representing
the Additional Common Stock will, upon issuance, be countersigned
by the transfer agent and registered by the registrar.
We have assumed that (i) the proposed transactions are
carried out on the basis set forth in the Company's related
Registration Statement on Form S-3 ("Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act"),
and in conformity with the requisite authorizations, approvals,
consents or exemptions under the securities laws of the various
States and other jurisdictions of the United States, (ii) the
Commission shall have issued an order declaring effective the
Registration Statement under the 1933 Act, and (iii) the sale of
the Additional Common Stock does not violate Section 12(f) of the
1935 Act or Rule 70 thereunder.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion, insofar
as Pennsylvania law is concerned, that when the Commission shall
have entered an order forthwith granting the Application:
(a) all Pennsylvania laws applicable to the proposed
transactions will have been complied with;
(b) the Company is validly organized and existing; and
(c) upon payment of the purchase price therefor by the
purchasers thereof, the Additional Common Stock to be issued
and sold in accordance with the Application, when properly
issued, delivered and paid for, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
Ballard Spahr Andrews & Ingersoll
<PAGE>
