Amendment No. 2 to
SEC File No. 70-8971
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU INTERNATIONAL, INC.("GPU International")
GPU ELECTRIC, INC. ("GPU Electric")
One Upper Pond Road, Parsippany, New Jersey 07054
(Names of companies filing this statement
and addresses of principal offices)
GPU, INC. ("GPU)
(Name of top registered holding company parent of the applicants)
W. S. Greengrove, Secretary Douglas E. Davidson, Esq.
GPU International, Inc. Berlack, Israels & Liberman LLP
GPU Electric, Inc. 120 West 45th Street
One Upper Pond Road New York, New York 10036
Parsippany, New Jersey 07054
____________________________________________________
(Names and addresses of agents for service)<PAGE>
GPU International and GPU Electric hereby amend their
Declaration on Form U-1, docketed in SEC File No. 70-8971, as
heretofore amended, as follows:
1. By adding the following as a new paragraph (D)(5) to
Item 1:
(5) The GPU Companies believe that the ability to
pay dividends to GPU out of distributable cash
generated by the GPU Companies will benefit the GPU
System because GPU would be able to apply these amounts
to reduce outstanding bank borrowings and/or to fund
other subsidiary operations.
2. By adding the following sentence to the end of Item 4:
It is requested that the Commission reserve
jurisdiction pending completion of the record over the
payment of dividends out of capital or unearned surplus
by any subsidiary of GPU International or GPU Electric
that GPU International or GPU Electric subsequently may
be authorized by rule or order to acquire.
3. By completing Item 2 as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions
are as follows:
Legal fees:
Berlack, Israels & Liberman LLP $ 5,000
Miscellaneous 5,000
Total $10,000<PAGE>
4. By filing the following exhibit in Item 6 thereof:
Exhibit:
F-1(b) - Opinion of Berlack, Israels &
Liberman LLP.<PAGE>
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 UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
GPU INTERNATIONAL, INC.
GPU ELECTRIC, INC.
By:/s/ Bruce L. Levy
Bruce L. Levy
President
Date: February 19, 1997<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibit:
F-1(b) - Opinion of Berlack, Israels &
Liberman LLP.<PAGE>
Exhibit F-1(b)
February 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU International, Inc. and
GPU Electric, Inc.
Declaration on Form U-1
SEC File No. 70-8971
Ladies and Gentlemen:
We have examined the Declaration on Form U-1, dated
December 21, 1996, under the Public Utility Holding Company Act
of 1935 ("Act"), filed by GPU International, Inc. ("GPU
International"), and GPU Electric, Inc. ("GPU Electric"), both
Delaware corporations and non-utility subsidiaries of GPU, Inc.
("GPU"), a registered holding company under the Act, with the
Securities and Exchange Commission ("Commission"), and docketed
by the Commission in SEC File No. 70-8971, as amended by
Amendment No. 1 thereto, dated January 24, 1997, and as to be
amended by Amendment No. 2 thereto, dated this date, of which
this opinion is to be a part. (The Declaration, as so amended
and as thus to be amended, is hereinafter referred to as the
"Declaration").
The Declaration requests authorization for GPU
International and GPU Electric and their subsidiaries (other than
subsidiaries which are foreign utility companies or exempt
wholesale generators), to declare dividends out of capital and
unearned surplus from time to time through December 31, 2001.
We have been counsel to GPU and its subsidiaries for
many years. In that connection, we have participated in various
proceedings relating to the issuance of securities by GPU and its
subsidiaries, and we are familiar with the terms of the
outstanding securities of the corporations comprising the GPU
holding company system.
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<PAGE>
than the laws of the State of New York and the federal laws of
the United States. We have also examined the Delaware General
Corporation Law ("DGCL") to the extent necessary to express the
opinions set forth herein. The opinions expressed herein are
limited to matters governed by the laws of the State of New York,
the Federal laws of the United States and the DGCL.
Based upon and subject to the foregoing, and assuming
that (i) the transactions therein proposed are carried out in
accordance with the Declaration and (ii) dividend declarations
and payments are made in accordance with the applicable
provisions of the DGCL, we are of the opinion that when the
Commission shall have entered an order forthwith permitting the
Declaration to become effective,
(a) all State laws applicable to the proposed
transactions will have been complied with; and
(b) the consummation of the transactions proposed in
the Declaration will not violate the legal rights of the holders
of any securities issued by GPU or any "associate company"
thereof, as defined in the Act.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP<PAGE>
