Post Effective Amendment No. 8
to SEC File No. 70-7926
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-l
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU, INC.("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
METROPOLITAN EDISON COMPANY ("Met-Ed")
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
2800 Pottsville Pike
Reading, Pennsylvania 19640
(Names of companies filing this statement and
address of principal executive offices)
GPU, INC.
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(Name of top registered holding company parent of applicants)
T. G. Howson, Vice President and Douglas E. Davidson, Esq.
Treasurer Berlack, Israels & Liberman
M. A. Nalewako, Secretary LLP
GPU Service, Inc. 120 West 45th Street
100 Interpace Parkway New York, New York 10036
Parsippany, New Jersey 07054
W. Edwin Ogden, Esq.
S. L. Guibord, Secretary Ryan, Russell, Ogden & Jersey
Jersey Central Power & Seltzer
Light Company 1100 Berkshire Boulevard
Metropolitan Edison Company P.O. Box 6219
Pennsylvania Electric Company Reading, Pennsylvania 19601-
2800 Pottsville Pike 0219
Reading, Pennsylvania 19640
Robert C. Gerlach, Esq.
Ballard Spahr Andrews
& Ingersoll
1735 Market Street
Philadelphia, Pennsylvania
19103
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(Names and addresses of agents for service)
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GPU, JCP&L, Met-Ed and Penelec (the "GPU Companies") hereby
post-effectively amend their Declaration on Form U-1, docketed in
SEC File No. 70-7926, as follows:
A. By Order dated October 26, 1994 (HCAR No. 35-26150)
(the "Order"), the Commission, among other things, authorized (1)
the GPU Companies to issue, sell and renew from time to time
through December 31, 1997 their respective unsecured promissory
notes ("Unsecured Promissory Notes"), maturing not more than nine
months after issuance, to various commercial banks pursuant to
loan participation arrangements and informal lines of credit
("Lines of Credit") in amounts up to the limitations on short-
term indebtedness contained in their respective charters, and in
the case of GPU, up to $200 million; (2) JCP&L, Met-Ed and
Penelec to issue and sell from time to time through December 31,
1997 their unsecured short-term promissory notes as commercial
paper ("Commercial Paper") in amounts up to the limits permitted
by their respective charters; (3) the GPU Companies to issue,
sell and renew unsecured promissory notes to lenders other than
commercial banks, insurance companies or similar institutions
("Other Short-Term Debt") from time to time through December 31,
1997 in amounts up to the limitations on short-term indebtedness
contained in their respective charters and, in the case of GPU,
$200 million and (4) the GPU Companies to issue, sell and renew
unsecured promissory notes pursuant to a revolving credit
agreement ("Credit Agreement") up to $250 million and, in the
case of GPU, $200 million (borrowings under Lines of Credit,
Commercial Paper and Other Short-Term Debt are collectively
referred to as "Short-Term Borrowings").
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B. By Supplemental Order dated July 17, 1996 (HCAR No.
35-26544) (the "Supplemental Order"), the Commission, among other
things, (1) authorized the GPU Companies to enter into an Amended
and Restated Credit Agreement ("Restated Credit Agreement") which
permits borrowings thereunder through May 6, 2001, and (2)
increased the amount which GPU may borrow under the Restated
Credit Agreement and Short-Term Borrowings to an aggregate of
$250 million.
At September 30, 1997, the GPU Companies had outstanding
Short Term Borrowings (in millions) (no borrowings were
outstanding under the Restated Credit Agreement) as follows:
Lines of Commercial Other Short-
Credit Paper Term Debt Total
------ ----- --------- -----
GPU $ 79.3 $ -- $ -- $ 79.3
JCP&L 106.8 -- -- 106.8
Met-Ed 23.9 41.2 -- 65.1
Penelec 33.3 50.3 -- 83.6
---- ---- ----
Total $243.3 $91.5 $ -- $334.8
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C. At September 30, 1997, the charter limits of JCP&L, Met-Ed
and Penelec would have permitted them to have maximum short-term
indebtedness outstanding at any one time in the following
amounts:
JCP&L - $289.5 million
Met-Ed - $132.1 million
Penelec - $151.2 million
D. Since the authorization pursuant to the Order and
Supplemental Order to issue, sell and renew Short-Term Borrowings
expires on December 31, 1997, the GPU Companies request that the
period during which they may issue, sell and renew Short-Term
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Borrowings be extended to December 31, 2000. In all other
respects, the transactions remain as described in the
Declaration, as amended.
E. GPU submits that all of the criteria of Rules 53 and 54
under the Act with respect to the proposed transactions are
satisfied:
(i) The average consolidated retained earnings for GPU
and its subsidiaries, as reported for the four most
recent quarterly periods in GPU's Annual Report on Form
10-K for the year ended December 31, 1996 and Quarterly
Reports on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997, as filed under the Securities
Exchange Act of 1934, was approximately $2,142 million.
As of June 30, 1997, GPU had invested, or committed to
invest, directly or indirectly, an aggregate of
approximately $242 million in EWGs and $712 million in
FUCOs. GPU's aggregate investment in EWGs and FUCOs,
including amounts invested pursuant to all other
outstanding or pending authorizations to make investments
in EWGs or FUCOs, will not at any time exceed the "safe
harbor" limitation imposed by Rule 53 without prior
Commission authorization.(1)
(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in
which it directly or indirectly holds an interest.
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1 GPU has filed with the Commission Post-Effective Amendments to its
Application on Form U-1 in SEC File No. 70-8593 requesting
authorization to increase this limitation to 100% of GPU's
"consolidated retained earnings."
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(A) For each United States EWG in which GPU directly
or indirectly holds an interest:
(1) the books and records for such EWG will be
kept in conformity with United States generally
accepted accounting principles ("GAAP");
(2) the financial statements will be prepared
in accordance with the GAAP; and
(3) GPU directly or through its subsidiaries
undertakes to provide the Commission access to such
books and records and financial statements as the
Commission may request.
(B) For each FUCO or foreign EWG which is a
majority owned subsidiary of GPU:
(1) the books and records for such subsidiary
will be kept in accordance with GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with GAAP; and
(3) GPU directly or through its subsidiaries
undertakes to provide the Commission access to such
books and records and financial statements, or
copies thereof in English, as the Commission may
request.
(C) For each FUCO or foreign EWG in which GPU owns
50% or less of the voting securities, GPU directly
or through its subsidiaries will proceed in good
faith, to the extent reasonable under the
circumstances, to cause
(1) such entity to maintain books and records
in accordance with GAAP;
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(2) the financial statements of such entity to
be prepared in accordance with GAAP; and
(3) access by the Commission to such books and
records and financial statements (or copies thereof)
in English as the Commission may request and, in any
event, GPU will provide the Commission on request
copies of such materials as are made available to
GPU and its subsidiaries. If and to the extent that
such entity's books, records or financial statements
are not maintained in accordance with GAAP, GPU
will, upon request of the Commission, describe and
quantify each material variation therefrom as and to
the extent required by subparagraphs (a) (2) (iii)
(A) and (a) (2) (iii) (B) of Rule 53.
(iii) No more than 2% of GPU's domestic public utility
subsidiary employees will render any services, directly
or indirectly, to any EWG and FUCO in which GPU directly
or indirectly holds an interest.
(iv) Copies of this Declaration on Form U-1 are being
provided to the New Jersey Board of Public Utilities and
the Pennsylvania Public Utility Commission, the only
federal, state or local regulatory agencies having
jurisdiction over the retail rates of GPU's electric
utility subsidiaries.(2) In addition, GPU will submit to
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2 Penelec is also subject to retail rate regulation by the New York
Public Service Commission with respect to retail service to
approximately 11,300 customers in Waverly, New York served by Waverly
Electric Power & Light Company, a Penelec subsidiary. Waverly
Electric's revenues are immaterial, accounting for less than 1% of
Penelec's total operating revenues.
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each such commission copies of any Rule 24 certificates
required hereunder, as well as a copy of Item 9 of GPU's
Form U5S and Exhibits H and I thereof (commencing with the
Form U5S to be filed for the calendar year in which the
authorization herein requested is granted).
(v) None of the provisions of paragraph (b) of Rule 53
render paragraph (a) of that Rule unavailable for the
proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is the
subject of any pending bankruptcy or similar proceeding.
(B) GPU's average consolidated retained earnings
for the four most recent quarterly periods approximately
$2,142 million) represented an increase of approximately
$28 million (or approximately 1%) compared to the average
consolidated retained earnings for the previous four
quarterly periods (approximately $2,114 million).
(C) GPU did not incur operating losses from direct
or indirect investments in EWGs and FUCOs in 1996 in
excess of 5% of GPU's December 31, 1996 consolidated
retained earnings.
(vi) In accordance with Rule 54, the requirements of Rule
53(a), (b) and (c) are fulfilled.
F. The estimated fees, commissions and expenses
expected to be incurred by the GPU Companies in connection with
the proposed transactions will be supplied by further post-
effective amendment.
G. No state commission has jurisdiction with respect to any
aspect of the proposed transactions and no Federal commission
other than your Commission has jurisdiction with respect to any
respect thereof.
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H. 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 December 15,
1997. 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.
I. The following exhibits and financial statements are
filed in Item 6 thereof:
(a) Exhibits:
A-1(a)- Forms of unsecured promissory notes to be
issued and sold under New Lines of Credit and
Other Short-Term Debt -- incorporated by
reference to Exhibit A-1, Declaration on Form
U-1, SEC File No. 70-7926.
B - None.
C - None.
D - None.
E - None.
F-l(c)- Opinion of Berlack, Israels & Liberman LLP --
to be filed by further post-effective
amendment.
F-2(c)- Opinion of Ryan, Russell, Ogden & Seltzer --
to be filed by further post-effective
amendment.
F-3(c)- Opinion of Ballard Spahr Andrews & Ingersoll
-- to be filed by further post-effective
amendment.
G - Charter Restrictions on Unsecured
Indebtedness -- incorporated by reference to
Exhibit C, Declaration on Form U-l, SEC File
No. 70-7926.
(b) Financial Statements:
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l-A(c)- GPU (Corporate) Balance Sheets, actual and pro
forma, as at June 30, 1997, and Statements of
Income and Retained Earnings, actual and pro
forma, for the twelve months ended June 30,
1997; pro forma journal entries -- to be filed
by further post-effective amendment.
l-B(c)- GPU and Subsidiary Companies Consolidated
Balance Sheets, actual and pro forma, as
at June 30, 1997, and Consolidated
Statements of Income and Retained
Earnings, actual and pro forma, for the
twelve months ended June 30, 1997; pro
forma journal entries -- to be filed by
further post-effective amendment.
l-C(c)- JCP&L Balance Sheets, actual and pro forma, as
at June 30, 1997, and Statements of Income and
Retained Earnings, actual and pro forma, for
the twelve months ended June 30, 1997; pro
forma journal entries -- to be filed by further
post-effective amendment.
l-D(c)- Met-Ed Consolidated Balance Sheets, actual and
pro forma, as at June 30, 1997, and
Consolidated Statements of Income and Retained
Earnings, actual and pro forma, for the twelve
months ended June 30, 1997; pro forma journal
entries -- to be filed by further
post-effective amendment.
1-E(c)- Penelec Consolidated Balance Sheets, actual and
pro forma, as at June 30, 1994, and
Consolidated Statements of Income and Retained
Earnings, actual and pro forma, for the twelve
months ended June 30, 1997; pro forma journal
entries -- to be filed by further
post-effective amendment.
2 - Not Applicable.
3 - Not Applicable.
date of the balance sheets which are not
reflected in the Notes to the Financial
Statements -- to be filed by further
post-effective amendment.
J. The proceeds from the issuance and sale of the unsecured
promissory notes as proposed herein will be used by the GPU
Companies to finance their businesses. As such, the issuance of
an order by your Commission with respect thereto is not a major
federal action significantly affecting the quality of the human
environment.
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K. 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
paragraph G hereto regarding regulatory approvals with respect to
the proposed transactions.
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SIGNATURE
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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, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By:
T.G. Howson
Vice President and Treasurer
Date: October 27, 1997
