Registration No. 333-10485
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GPU, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 13-5516989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Madison Avenue
Morristown, New Jersey 07962-1911
(973) 455-8200
(Address, including zip code, and telephone number, including
area code, of principal executive office)
T. G. HOWSON
Vice President and Treasurer
GPU, Inc.
300 Madison Avenue
Morristown, New Jersey 07962-1911
(973) 455-8200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
DOUGLAS E. DAVIDSON, ESQ. STEPHEN K. WAITE, ESQ.
Berlack, Israels & Liberman LLP Winthrop, Stimson, Putnam &
120 West 45th Street & Roberts
New York, New York 10036-4003 One Battery Park Plaza
(212) 704-0100 New York, New York 10004-1490
(212) 858-1000
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Approximate date of commencement of proposed sale to the public: to be
determined by market conditions after the effective date of this Registration
Statement.
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The Registrant hereby amends this Registration Statement on such date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 17, 1997
PROSPECTUS
7,000,000 SHARES
GPU, INC.
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
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GPU, Inc. (the "Company") may offer, from time to time, up to
7,000,000 shares (the "Additional Common Stock") of its
Common Stock, par value $2.50 per
share. The Additional Common Stock may be offered in amounts, at prices and
on terms to be determined at the time of the offering, which will be set forth
in a Prospectus Supplement relating thereto (a "Prospectus Supplement"). The
Common Stock of the Company is, and the Additional Common Stock is expected to
be upon notice of issuance, listed on the New York Stock Exchange (Symbol:
GPU). On December 10, 1997, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $39 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The Additional Common Stock may be sold to or through underwriters, dealers or
agents, as designated from time to time, or directly to one or more purchasers.
See "Plan of Distribution". The names of any such underwriters, dealers or
agents involved in the sale of the Additional Common Stock in respect of which
this Prospectus is being delivered, the number of shares of Additional Common
Stock to be purchased by or through any such underwriters, dealers or agents and
any applicable commissions or discounts, or other terms of the offering, will be
set forth in a Prospectus Supplement. The net proceeds to the Company will also
be set forth in the Prospectus Supplement.
The date of this Prospectus is ____________, 1997.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
ADDITIONAL COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND
SHORT-COVERING TRANSACTIONS IN SUCH ADDITIONAL COMMON STOCK, AND THE IMPOSITION
OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices at 500
West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New
York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material can also be inspected
at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
where the Company's Common Stock is listed. The Commission maintains a Web site
(http://www.sec.gov) that contains reports and other information filed
electronically by the Company with the Commission.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY
JURISDICTION IN WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the 1934 Act are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997; and
The Company's Current Reports on Form 8-K dated April 2, April 11, May
7, October 15 and December 12, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the
offering of the Additional Common Stock shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
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for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
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THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED
TO: INVESTOR RELATIONS, GPU, INC., 310 MADISON AVENUE, MORRISTOWN, NEW JERSEY
07962-1957, (973) 455-8204.
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CERTAIN CONSOLIDATED FINANCIAL INFORMATION (1)
(Dollars In Thousands, Except Per Share Data)
Twelve
Years Ended December 31, Months Ended
September
30, 1997
1994 1995 1996 (unaudited)
---- ---- ---- -----------
Income Summary:
Operating
Revenues $3,649,516 $3,804,656 $3,918,089 $3,987,604
Net Income 163,688 440,135 298,352 322,844
Earnings Per $ 1.42 $ 3.79 $ 2.47 $ 2.67
Share
September 30, 1997
(unaudited)
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December 31, 1996 Actual As Adjusted(2)
----------------- ------ --------------
Amount % Amount % Amount %
------ - ------ - ------ -
Capital
Structure:
Long-Term
Debt
(includ-
ing un-
amortized
net dis-
count) (3) $3,345,599 48.4% $3,262,825 47.0% $4,848,055 55.3%
Preferred
Stock
(includ-
ing
premium) 190,478 2.7 170,478 2.5 170,478 1.9
Subsidiary-
Obligated
Mandator-
ily
Redeemable
Preferred
Securities 330,000 4.8 330,000 4.8 330,000 3.8
Common
Equity(4) 3,047,587 44.1 3,173,919 45.7 3,420,078 39.0
---------- ----- ---------- ----- ---------- -----
Total $6,913,664 100.0% $6,937,222 100.0% $8,768,611 100.0%
========== ===== ========== ===== ========== =====
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(1) This information should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
(2) Reflects the issuance of long-term debt associated with the acquisition of
PowerNet Victoria ("PowerNet") in November 1997, the sale of the Additional
Common Stock offered hereby and the application of the net proceeds thereof to
repay a portion of the indebtedness incurred to acquire PowerNet and the
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Company's 50% ownership interest in Midlands Electricity plc ("Midlands"). Also
reflects the sale of 1,491 shares and 34,933 shares of Common Stock in October
and November 1997, respectively, pursuant to the Company's Dividend Reinvestment
and Stock Purchase Plan.
(3) Includes obligations due within one year.
(4) The Company has 350,000,000 shares of Common Stock authorized, of which
120,789,828 shares were outstanding at September 30, 1997.
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THE COMPANY
The Company, a Pennsylvania corporation, is a holding company
registered under the Public Utility Holding Company Act of 1935 (the "1935
Act"). The Company does not directly operate any utility properties, but owns
all of the outstanding common stock of three domestic electric utilities serving
customers in New Jersey -- Jersey Central Power & Light Company ("JCP&L") -- and
Pennsylvania -- Metropolitan Edison Company ("Met-Ed") and Pennsylvania Electric
Company ("Penelec"). The business of these subsidiaries (which are known
collectively as "GPU Energy") consists predominantly of the generation,
transmission, distribution and sale of electricity. The Company also owns all of
the common stock of GPU International, Inc., GPU Power, Inc. and GPU Electric,
Inc. (collectively, the "GPU International Group"), which develop, own and
operate generation, transmission and distribution facilities in the United
States and in foreign countries. GPU Service, Inc., a service company; GPU
Nuclear, Inc., which operates and maintains the nuclear units of GPU Energy; GPU
Generation, Inc., which operates and maintains the GPU Energy fossil-fueled and
hydroelectric units; and GPU Advanced Resources, Inc., which engages in energy
services, retail energy sales and telecommunication services, are also
wholly-owned subsidiaries of the Company. The income of the Company consists
predominantly of earnings on the common stock of the GPU Energy companies.
As a registered holding company, the Company is subject to regulation
by the Commission under the 1935 Act. Each GPU Energy company's retail rates,
conditions of service and issuance of securities, as well as other matters
relating to each GPU Energy company, are subject to regulation in the state in
which such GPU Energy company operates -- in New Jersey by the New Jersey Board
of Public Utilities and in Pennsylvania by the Pennsylvania Public Utility
Commission. The Nuclear Regulatory Commission regulates the construction,
ownership and operation of nuclear generating stations. The GPU Energy companies
are also subject to wholesale and transmission rate and other regulation by the
Federal Energy Regulatory Commission under the Federal Power Act. The GPU
International Group is generally exempt from most regulation under the 1935 Act
and from federal and state rate regulation; certain of its foreign operations
are subject to rate and other regulation.
The electric generating and transmission facilities of GPU Energy are
physically interconnected and are operated as a single integrated and
coordinated system serving a population of approximately five million in New
Jersey and Pennsylvania. For the year 1996, GPU Energy's revenues were about
equally divided between Pennsylvania customers and New Jersey customers. During
1996, residential sales accounted for about 42% of operating revenues from
customers and 36% of kilowatt-hour (KWH) sales to customers; commercial sales
accounted for about 35% of operating revenues from customers and 33% of KWH
sales to customers; industrial sales accounted for about 21% of operating
revenues from customers and 28% of KWH sales to customers; and sales to rural
electric cooperatives, municipalities, street and highway lighting, and others
accounted for about 2% of operating revenues from customers and 3% of KWH sales
to customers. GPU Energy also makes interchange and spot market sales of
electricity to other utilities.
Through September 30, 1997, the Company had invested an aggregate of
$218 million in the GPU International Group and had also guaranteed up to an
additional $842 million of its obligations. In November 1997, the Company
invested an additional $50 million and guaranteed an additional $450 million of
GPU International Group obligations in connection with the acquisition of
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PowerNet, which owns and maintains the high voltage transmission system in the
State of Victoria, Australia. The PowerNet transmission system serves all of
Victoria, covering 87,900 square miles and a population of approximately 4.5
million.
The GPU International Group has ownership interests in eight operating
cogeneration plants in the United States totaling 847 megawatts (MW) (of which
the GPU International Group's equity interest represents 308 MW) of capacity and
twelve operating generating facilities located in foreign countries totaling
3,662 MW (of which the GPU International Group's equity interest represents 704
MW) of capacity. It also has a 50% ownership interest in Midlands, a regional
electricity company, which serves approximately 2.2 million customers in
England. Following its acquisition of PowerNet in November 1997 and in order to
comply with Victoria's cross-ownership restrictions, in December 1997, the
Company tentatively agreed to sell its entire 50% interest in Solaris Power, an
Australian distribution system serving customers in and around Melbourne which
the Company acquired in 1995. GPU will receive approximately US $141 million and
an approximately 10.36% interest in Allgas Energy Limited, an Australian gas
distribution company, valued at approximately US $9.9 million. The Company
intends to complete the sale in January 1998. The GPU International Group is
continuing to pursue investment opportunities and has a number of projects at
various stages of development.
The Company's principal executive office is located at 300 Madison
Avenue, Morristown, New Jersey 07962-1911 and its telephone number is (973)
455-8200.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company is listed on the New York Stock
Exchange. The following table shows the range of the high and low sales prices
of the Common Stock based on New York Stock Exchange Composite Transactions as
reported in The Wall Street Journal and the dividends paid for the period
indicated.
Dividends
Year High Low Per Share
1995 First Quarter $30 5/8 $26 1/4 $ .45
Second Quarter 31 28 1/4 .47
Third Quarter 31 1/4 28 1/8 .47
Fourth Quarter 34 30 5/8 .47
1996 First Quarter $35 1/8 $31 1/8 $ .47
Second Quarter 35 1/4 30 1/8 .485
Third Quarter 35 30 1/2 .485
Fourth Quarter 34 3/8 30 3/4 .485
1997 First Quarter $36 1/8 $32 $ .485
Second Quarter 36 7/16 30 3/4 .50
Third Quarter 36 9/16 32 3/4 .50
Fourth Quarter (through 40 1/8 35 3/8 .50
December 10, 1997)
On December 10, 1997, the closing price of the Common Stock was $39 per
share.
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Dividend declaration dates are the first Thursday of April, June,
October and December. Dividend payment dates are the last Wednesday of February,
May, August and November.
USE OF PROCEEDS
Net proceeds of the sale of the Additional Common Stock will be used by
the Company to repay a portion of the bank borrowings incurred by the GPU
International Group to acquire its interests in Midlands and PowerNet. The bank
borrowings mature in May, 2001 for Midlands and in November, 2002 for PowerNet
and bear interest at variable rates, currently 8.0875% and 6.20%, respectively.
Net proceeds may also be used by the Company (a) to make cash capital
contributions to its subsidiaries, which in turn will apply such funds (i) to
repay outstanding indebtedness, (ii) to redeem outstanding senior securities or
reacquire such securities in open market transactions, (iii) for construction
purposes, (iv) for other corporate purposes or (v) to reimburse their treasuries
for funds previously expended therefrom for such purposes, (b) to reimburse the
Company's treasury for funds previously expended therefrom for such purposes,
(c) to repay outstanding indebtedness of the Company, and (d) for other Company
corporate purposes.
DESCRIPTION OF THE COMMON STOCK
The holders of Common Stock, the only class of authorized capital stock
of the Company, are entitled to pro rata dividends when and if declared by the
Board of Directors. Each share is entitled to cumulative voting at all elections
of directors and to one vote for all other purposes and to share pro rata in the
Company's net assets in the event of liquidation.
The outstanding shares of the Company's Common Stock are, and, upon the
issuance thereof and payment therefor, the shares of Additional Common Stock so
issued will be, fully paid and non-assessable. The outstanding shares of the
Company's Common Stock are listed on the New York Stock Exchange, and it is
expected that the Additional Common Stock will be listed on the New York Stock
Exchange upon notice of issuance.
The Company has 350,000,000 authorized shares of Common Stock, par
value $2.50 per share. At September 30, 1997, 120,789,828 shares were issued and
outstanding. Stockholders have no preemptive rights to subscribe for shares of
Common Stock.
The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C., New York, New York.
PLAN OF DISTRIBUTION
The Company may offer or sell Additional Common Stock to one or more
underwriters for public offering and sale by them or directly to one or more
purchasers. In addition, the Company may sell the Additional Common Stock to one
or more agents for its or their own accounts or for resale. The Company may sell
Additional Common Stock as soon as practicable after effectiveness of the
Registration Statement provided that favorable market conditions exist. Any such
underwriter or agent involved in the offer and sale of the Additional Common
Stock will be named in an applicable Prospectus Supplement.
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<PAGE>
Underwriters may offer and sell the Additional Common Stock at a fixed
price or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of Additional Common
Stock, underwriters may be deemed to have received compensation from the Company
in the form of underwriting discounts or commissions. Underwriters may sell
Additional Common Stock in block transactions to certain institutions or to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Any agent or agents
may sell the Additional Common Stock to one or more investors at varying prices
related to prevailing market prices at the time of resale, as determined by such
agent or agents.
Any underwriting compensation paid by the Company to underwriters in
connection with the offering of Additional Common Stock, any discounts,
concessions or commissions allowed by underwriters to participating dealers, any
discounts or commissions allowed or paid to any agents and any other terms of
the offering will be set forth in an applicable Prospectus Supplement.
Underwriters, agents and dealers participating in the distribution of the
Additional Common Stock may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Additional Common Stock may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933. Underwriters, agents and dealers
may be entitled, under agreement with the Company, to indemnification against
and contribution toward certain civil liabilities, including liabilities under
the Securities Act of 1933, and to reimbursement by the Company for certain
expenses.
In connection with the offering, the underwriters may purchase and sell
the Additional Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover short
positions created by the underwriters in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of the Additional Common
Stock; and short positions created by the underwriters involve the sale by the
underwriters of a greater number of shares of Additional Common Stock than they
are required to purchase from the Company in the offering. The underwriters also
may impose a penalty bid, whereby selling concessions allowed to broker-dealers
in respect of the shares of Additional Common Stock sold in the offering may be
reclaimed by the underwriters if such Additional Common Stock is repurchased by
the underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the shares of
Additional Common Stock, which may be higher than the price that might otherwise
prevail in the open market; and these activities, if commenced, may be
discontinued at any time. These transactions may be effected in the
over-the-counter market or otherwise.
Underwriters, agents and dealers may engage in transactions with, or
perform services for, the Company and/or any of its affiliates in the ordinary
course of business.
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EXPERTS
The consolidated financial statements and financial statement schedule
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996 are incorporated herein by reference in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Berlack,
Israels & Liberman LLP, New York, New York and for any underwriters or agents by
Winthrop, Stimson, Putnam & Roberts, New York, New York. Berlack, Israels &
Liberman LLP and Winthrop, Stimson, Putnam & Roberts may rely on Ballard Spahr
Andrews & Ingersoll, Philadelphia, Pennsylvania with respect to matters of
Pennsylvania law. Members and attorneys of Berlack, Israels & Liberman LLP own
an aggregate of 13,433 shares of the Company's Common Stock.
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the securities
described in this Prospectus or an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain Documents by Reference 2
Certain Consolidated Financial Information 3
The Company 4
Price Range of Common Stock and Dividends 5
Use of Proceeds 5
Description of the Common Stock 5
Plan of Distribution 5
Experts 6
Legal Matters 6
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PART II-1
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.Exhibits
Exhibit No. Description
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23 Consent of Coopers & Lybrand L.L.P.
24-A Power of Attorney of T. B. Hagen
24-B Power of Attorney of B. S. Townsend
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of New Jersey on the
16th day of December 1997.
GPU, INC.
By: *
F.D. Hafer, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman (Principal December 17, 1997
- ------------------------- Executive Officer),
(F.D. Hafer) President and Director
* Senior Vice President December 17, 1997
- ------------------------- (Principal Financial
(J.G. Graham) Officer)
* Vice President and December 17, 1997
- ------------------------- Comptroller (Principal
(F.A. Donofrio) Accounting Officer)
* Director December 17, 1997
- -------------------------
(T.H. Black)
/s/ T.B. Hagen Director December 17, 1997
T. B. Hagen
* Director December 17, 1997
- -------------------------
(H.F. Henderson, Jr.)
* Director December 17, 1997
- -------------------------
(J.M. Pietruski)
II-2
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* Director December 17, 1997
- --------------------------
(C.A. Rein)
* Director December 17, 1997
- --------------------------
(P.R. Roedel)
/s/ B. S. Townsend Director December 17, 1997
- --------------------------
(B. S. Townsend)
* Director December 17, 1997
- --------------------------
(C.A.H. Trost)
* Director December 17, 1997
- --------------------------
(P.K. Woolf)
*By: /s/ T. G. Howson
T.G. Howson, Attorney-In-Fact
II-3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 Consent of Coopers & Lybrand L.L.P.
24-A Power of Attorney of T. B. Hagen
24-B Power of Attorney of B. S. Townsend
Exhibit 23
(LETTERHEAD OF COOPERS & LYBRAND L.L.P.)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the amendment to the
registration statement of GPU, Inc. (the "Company ") on Form S-3 of our report
dated February 5, 1997, on our audits of the consolidated financial statements
and financial statement schedule of GPU, Inc. as of December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996, which
report is included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
We also consent to the reference to our Firm under the caption
"Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
December 17, 1997
Exhibit 24-A
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of GPU, Inc.
hereby constitutes and appoints each of I.H. Jolles, J.G. Graham and T.G. Howson
his true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign all or any amendments (including post-effective amendments)
of and supplements to the registration statement on Form S-3 (SEC Registration
No. 333-10485) relating to the issuance and sale of up to 7 million shares of
additional common stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as GPU, Inc. itself might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: December 17, 1997 /s/ T. B. Hagen
---------------
T.B. Hagen
Exhibit 24-B
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of GPU, Inc.
hereby constitutes and appoints each of I.H. Jolles, J.G. Graham and T.G. Howson
his true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign all or any amendments (including post-effective amendments)
of and supplements to the registration statement on Form S-3 (SEC Registration
No. 333-10485) relating to the issuance and sale of up to 7 million shares of
additional common stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as GPU, Inc. itself might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: December 17, 1997 /s/ B.S. Townsend
-----------------
B.S. Townsend
