Post-Effective Amendment No. 15 to
SEC File No. 70-8593
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
GPU INTERNATIONAL, INC. ("GPUI")
EI SERVICES, INC. ("EI Services")
One Upper Pond Road, Parsippany, New Jersey 07054
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
METROPOLITAN EDISON COMPANY ("Met-Ed")
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
P.O. Box 16001, Reading, Pennsylvania 19640
GPU SERVICE, INC. ("GPUS")
100 Interpace Parkway, Parsippany, New Jersey 07054
(Names of companies filing this statement
and addresses of principal offices)
GPU, INC.
(Name of top registered holding company parent of the applicants)
M.A. Nalewako, Secretary Douglas E. Davidson, Esq.
M.J. Connolly, Esq. Berlack, Israels & Liberman LLP
GPU Service, Inc. 120 West 45th Street
100 Interpace Parkway New York, New York 10036
Parsippany, New Jersey 07054
W.S. Greengrove, Secretary
GPU International, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
______________________________________________________________
(Names and addresses of agents for service)
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GPU, GPUI, EI Services, JCP&L, Met-Ed, Penelec and GPUS
hereby post-effectively amend their Application on Form U-1,
docketed in SEC File No. 70-8593, as heretofore amended, as follows:
1. By amending the first paragraph of Paragraph D of Post-
Effective Amendment No. 10 to read in its entirety as follows:
At June 30, 1997, GPU's consolidated retained earnings,
as determined in accordance with Rule 53(a) was
approximately $2,142 billion, and the Investment Cap was
accordingly about $1,071 billion. As of that date, GPU
had invested or committed to invest an aggregate of
approximately $954 million in EWGs and FUCOs as follows:
Amount
Project (US $ millions)
Midlands Electricity plc $586
Termobarranquilla S.A. 123
Solaris Power 126
Empresa Guaracachi S.A. 49
Mid-Georgia Cogen L.P. 44
Selkirk Cogeneration Partners, L.P. 14
Brooklyn Energy Limited Partnership 10
Other Development Projects 2
TOTAL $954
As a result, only approximately $117 million remains available
under the Investment Cap for GPU to make further investments in
or acquisitions of interests in EWGs and FUCOs.
2. By amending the last sentence of the first paragraph of
paragraph I(1)(d)("Financial Risks") of Post-Effective Amendment
No. 10, as added by Post-Effective Amendment No. 14, to read in
its entirety as follows:
As of June 30, 1997, the aggregate amount of non-recourse
debt applicable to Exempt Entities owned directly or
indirectly by GPU was approximately $2.786 billion, of
which approximately $1.284 billion is attributable to
GPU's equity interest in such Exempt Entities.
3. By amending the first sentence of paragraph I(1) of Post-
Effective Amendment No. 10, to read in its entirety as follows:
Every potential project investment opportunity developed
by GPUI and its affiliates, GPU Electric, Inc. (formerly
"EI Energy") ("GPU Electric") and GPU Power, Inc.
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(formerly "EI Power") ("GPU Power") (collectively, the
"GPU International Group") is subject to a series of
formal reviews to ensure the project's soundness.*
___________
* GPUI, GPU Electric and GPU Power are wholly owned
subsidiaries of GPU. Through subsidiaries, GPU
Electric holds the GPU System's investments in FUCOs,
and GPU Power, which is itself an EWG, holds the
System's principal EWG investments. GPU's investments
in qualifying facilities are held through GPUI, which
also holds certain EWG and other non-utility
investments and provides development, operational,
administrative, fuel management and related services.
4. By adding the following to the end of footnote (3) in
paragraph (m):
If the effect of such non-recurring charges is not
excluded, GPU's P/E ratios for 1996 and 1995 would be
13.6 and 9.0, respectively.
5. By amending the second sentence of subparagraph (1)(a)
of paragraph M of Post-Effective Amendment No. 10, as amended by Post-
Effective Amendment No. 14, to read in its entirety as follows:
For example, investments in this amount would be equal
to only 24.9% of GPU's total capitalization ($8.6
billion*); 34.2% of consolidated net utility plant
($6.4 billion); and 19.4% of total consolidated assets
($11.2 billion).
___________
* Includes an additional $1.187 billion of non-
recourse debt applicable to GPU's ownership interest in
Exempt Entities which is not consolidated for financial
reporting purposes. See Exhibit F-3.
6. By amending clause (3) of paragraph O of Post-Effective
Amendment No. 10, as added by Post-Effective Amendment No. 14, to
read in its entirety as follows:
(3) consolidated capitalization ratios as of the end
of such quarter, with consolidated debt to include all
short-term and non-recourse debt of Exempt Entities;
2
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7. The following additional exhibits are filed in Item 6
hereof:
(a) Exhibits:
F-3 - GPU Capitalization Summary as of June 30,
1997.
I - Revised Capitalization and pro forma
capitalization ratios -- to be filed
separately under request for confidential
treatment pursuant to Rule 104.
3
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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 UNDER-
SIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: /s/ T.G. Howson
T. G. Howson
Vice President and Treasurer
GPU INTERNATIONAL, INC.
By: /s/ B. L. Levy
B. L. Levy
President
Date: August 21, 1997
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EXHIBIT TO BE FILED BY EDGAR
(a) Exhibits:
F-3 - GPU Capitalization Summary as of June 30,
1997.
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EXHIBIT F-3
GPU CAPITALIZATION
Actual
June 30, 1997
$ Millions Percentage
Debt:
First Mortgage Bonds $2,510
Other Long-Term Debt 818
Short-Term Debt 443
$3,771 50.8%
Preferred:
Stock $ 171
Securities 330
$ 501 6.7%
Common Equity:
Common Stock $ 314
Reacquired Common Stock (84)
Capital Surplus 754
Retained Earnings 2,172
$3,156 42.5%
Total Capitalization $7,428 100.0%
The foregoing table includes $97 million of non-recourse debt
related to Exempt Entities that is consolidated for financial
reporting purposes. The following table sets forth GPU's proforma
capitalization, assuming that the entire aggregate amount of non-
recourse debt applicable to Exempt Entities which is attributable
to GPU's ownership interest ($1.284 billion) is consolidated:
Pro Forma
June 30, 1997
$ Millions Percentage
Debt:
First Mortgage Bonds $2,510
Other Long-Term Debt 2,005
Short-Term Debt 443
$4,958 57.6%
Preferred:
Stock $ 171
Securities 330
$ 501 5.8%
Common Equity:
Common Stock $ 314
Reacquired Common Stock (84)
Capital Surplus 754
Retained Earnings 2,172
$3,156 36.6%
Total Capitalization $8,615 100.0%
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