Amendment No. 2 to
SEC File No. 70-8967
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
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 19605
(Names of companies filing this statement and
addresses of principal executive offices)
GPU, INC.
(Name of top registered holding company parent of applicants)
Scott L. Guibord Douglas E. Davidson, Esq.
Secretary Berlack, Israels & Liberman
LLP
Jersey Central Power & 120 West 45th Street
Light Company New York, New York 10036
Metropolitan Edison Company
Pennsylvania Electric Company
2800 Pottsville Pike
Reading, Pennsylvania 19605
M.A. Nalewako, Secretary
Michael J. Connolly, Esq., Assistant
General Counsel
GPU Service, Inc.
100 Interpace Parkway
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU, JCP&L, Met-Ed and Penelec hereby amend their
Declaration on Form U-1, docketed in SEC File No. 70-8967, as
heretofore amended, as follows:
1. By amending the last sentence of paragraph G to read in
its entirety as follows:
Upon receipt of the authorization herein
requested, JCP&L would relinquish its
authority to enter into L/C reimbursement
agreements pursuant to the 1994 Order,
provided that such relinquishment would not
affect any currently outstanding L/C s
delivered under such order.
2. By amending Item 2 thereof to read in its entirety as
follows:
ITEM 2. Fees, Commissions and Expenses.
The estimated fees, commissions and expenses to be
incurred in connection with the proposed transactions are as
follows:
SEC Filing Fee $ 2,000
Legal Fees:
Berlack, Israels & Liberman LLP 5,000
Ballard Spahr Andrews & Ingersoll 500
Ryan Russell Ogden & Seltzer 1,500
Miscellaneous $ 5,000
Total $14,000
3. By adding the following sentence to the end of Item 3
thereof:
The Applicants request that the Commission
reserve jurisdiction pending completion of
the record over GPU s request to enter into
L/C reimbursement agreements in respect of
L/Cs to be furnished on behalf of Met-Ed and
Penelec.
4. By amending Item 4 thereof to read in its entirety as
follows:
The Pennsylvania Public Utility
Commission may have jurisdiction over the
payment by Met-Ed and Penelec to GPU of L/C
fees and draws. No other state or federal
commission (other than your Commission) has
jurisdiction over the proposed transactions.<PAGE>
5. By filing the following exhibits in Item 6 thereof:
F-1 Opinion of Berlack, Israels & Liberman
LLP
F-2 Opinion of Ballard Spahr Andrews &
Ingersoll
F-3 Opinion of Ryan Russell Ogden & Seltzer<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, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By:/s/ T. G. Howson
T. G. Howson
Vice President and Treasurer
Date: March 14, 1997<PAGE>
Exhibit F-1
March 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Declaration on Form U-1
SEC File No. 70-8967
Ladies and Gentlemen:
We have examined the Declaration on Form U-1, dated
November 21, 1996, under the Public Utility Holding Company Act
of 1935 ("Act"), filed by GPU, Inc. ("GPU"), a Pennsylvania
corporation, and its subsidiaries Jersey Central Power & Light
Company ("JCP&L"), a New Jersey corporation, Metropolitan Edison
Company ("Met-Ed"), a Pennsylvania corporation, and Pennsylvania
Electric Company ("Penelec"), a Pennsylvania corporation (JCP&L,
Met-Ed and Penelec are collectively referred to as the "Operating
Companies"), with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8967, as amended by Amendment No. 1 thereto, dated January 14,
1997, and 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 to
execute and deliver letter of credit reimbursement agreements
("L/C Reimbursement Agreements") from time to time through
December 31, 2006 in respect of letters of credit having an
aggregate face amount of up to $40 million ("L/Cs"). The L/Cs
will be furnished by the Operating Companies and GPU Service,
Inc., GPU Nuclear, Inc. and GPU Generation, Inc. (collectively,
the "Service Companies") to their insurance carriers providing
workers compensation insurance coverage.
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<PAGE>
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 Bars of the States of New York
and New Jersey and do not purport to be expert on the laws of any
jurisdiction other than the laws of the States of New York and
New Jersey and the Federal laws of the United States. The
opinions expressed herein are limited to matters governed by the
laws of the States of New York and New Jersey and the Federal
laws of the United States. As to all matters which are governed
by the laws of the Commonwealth of Pennsylvania insofar as they
relate to Metropolitan Edison Company, we have relied on the
opinion of Ryan, Russell, Ogden & Seltzer, which is being filed
as Exhibit F-3 to the Declaration. As to all other 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 Declaration.
Based upon and subject to the foregoing, and assuming
(x) that the transactions therein proposed are carried out in
accordance with the Declaration, (y) that Met-Ed and Penelec have
obtained appropriate authorizations from the Pennsylvania Public
Utility Commission to reimburse GPU for L/C fees and draws, and
(z) the L/C Reimbursement Agreements are issued in compliance
with applicable limitations in GPU s revolving credit agreement,
we are of the opinion that when the Commission shall have entered
an order forthwith granting the Declaration,
(a) all State laws applicable to the proposed
transactions will have been complied with;
(b) GPU is validly organized and duly existing;
(c) the L/C Reimbursement Agreements will be valid and
binding obligations of GPU in accordance with their terms,
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other
similar laws affecting creditors' rights generally and general
principles of equity limiting the availability of equitable
remedies; and
(d) 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>
Exhibit F-2
March 14, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: GPU, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Declaration on Form U-1
SEC File No. 70-8967
Ladies and Gentlemen:
We have examined the Declaration on Form U-1, dated
November 21, 1996, under the Public Utility Holding Company Act
of 1935 ("Act"), filed by GPU, Inc. ("GPU"), a Pennsylvania
corporation, and its subsidiaries Jersey Central Power & Light
Company ("JCP&L"), a New Jersey corporation, Metropolitan Edison
Company ("Met-Ed"), a Pennsylvania corporation, and Pennsylvania
Electric Company ("Penelec"), a Pennsylvania corporation (JCP&L,
Met-Ed and Penelec are collectively referred to as the "Operating
Companies"), with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8967, as amended by Amendment No. 1 thereto, dated January 14,
1997, and 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 to
execute and deliver letter of credit reimbursement agreements
("L/C Reimbursement Agreements") from time to time through
December 31, 2006 in respect of letters of credit having an
aggregate face amount of up to $40 million ("L/Cs"). The L/Cs
will be furnished by the Operating Companies and GPU Service,
Inc., GPU Nuclear, Inc. and GPU Generation, Inc. (collectively,
the "Service Companies") to their insurance carriers providing
workers compensation insurance coverage.
We have been Pennsylvania counsel to GPU for many
years. In that capacity and as counsel to GPU's subsidiary,
Penelec, we have participated in or reviewed various proceedings
relating to the issuance of securities by GPU and Penelec, and we
are familiar with the terms of the outstanding securities of GPU
and Penelec.<PAGE>
Based upon and subject to the foregoing, and assuming
(x) that the transactions therein proposed are carried out in
accordance with the Declaration, (y) that Penelec has obtained an
appropriate authorization from the Pennsylvania Public Utility
Commission to reimburse GPU for L/C fees and draws, and (z) the
L/C Reimbursement Agreements are issued in compliance with the
applicable limitations of GPU's revolving credit agreement, we
are of the opinion, insofar as matters of Pennsylvania law are
concerned, that when the Commission shall have entered an order
forthwith granting the Declaration,
(a) all Pennsylvania laws applicable to the proposed
transactions by GPU, Penelec and the Service
Companies will have been complied with;
(b) GPU is validly organized and duly existing;
(c) the L/C Reimbursement Agreements will be valid and
binding obligations of GPU; and
(d) 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
Penelec or any subsidiary of Penelec.
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,
Ballard Spahr Andrews & Ingersoll<PAGE>
[LETTERHEAD OF RYAN, RUSSELL, OGDEN & SELTZER]
Exhibit F-3
March 14, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: GPU, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Declaration on Form U-1
SEC File No. 70-8967
Ladies and Gentlemen:
On behalf of Metropolitan Edison Company ("Met-Ed") we
have examined the Declaration on Form U-1, dated November 21,
1996, under the Public Utility Holding Company Act of 1935
("Act"), filed by GPU, Inc. ("GPU"), a Pennsylvania corporation,
and its subsidiaries Jersey Central Power & Light Company
("JCP&L"), a New Jersey corporation, Met-Ed, a Pennsylvania
corporation and Pennsylvania Electric Company ("Penelec"), a
Pennsylvania corporation (JCP&L, Met-Ed and Penelec are
collectively referred to as the "Operating Companies"), with the
Securities and Exchange Commission ("Commission"), and docketed
by the Commission in SEC File No. 70-8967, as amended by
Amendment No. 1 thereto, dated January 14, 1997, and 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 to
execute and deliver letter of credit reimbursement agreements
("L/C Reimbursement Agreements") from time to time through
December 31, 2006 in respect of letters of credit having an
aggregate face amount of up to $40 million ("L/Cs"). The L/Cs
will be furnished by the Operating Companies and GPU Service,
Inc., GPU Nuclear, Inc. and GPU Generation, Inc. (collectively,
the "Service Companies") to their insurance carriers providing
workers compensation insurance coverage.
We have been Pennsylvania counsel to Met-Ed for many
years. In that capacity, we have participated in or reviewed
various proceedings relating to the issuance of securities by
Met-Ed, and we are familiar with the terms of the outstanding<PAGE>
securities of Met-Ed.
Based upon and subject to the foregoing, and assuming
(x) that the transactions therein proposed are carried out in
accordance with the Declaration, (y) that Met-Ed has obtained an
appropriate authorization from the Pennsylvania Public Utility
Commission to reimburse GPU for L/C fees and draws and (z) the
L/C Reimbursement Agreements are issued in compliance with the
applicable limitations of GPU's revolving credit agreement, we
are of the opinion, insofar as matters of Pennsylvania law are
concerned, that when the Commission shall have entered an order
forthwith granting the Declaration,
(a) all Pennsylvania laws applicable to the proposed
transactions by Met-Ed will have been complied
with;
(b) Met-Ed is validly organized and duly existing; and
(c) the consummation of the transactions proposed in
the Declaration will not violate the legal rights
of the holders of any securities issued by Met-Ed
or any subsidiary of Met-Ed.
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,
RYAN, RUSSELL, OGDEN & SELTZER<PAGE>
