Post-Effective Amendment No. 11 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 S.L. Guibord, Esq., Secretary
M. J. Connolly, Esq., Assistant Jersey Central Power & Light
General Counsel Company
GPU Service, Inc. Metropolitan Edison Company
100 Interpace Parkway Pennsylvania Electric Company
Parsippany, New Jersey 07054 P.O. Box 16001
Reading, Pennsylvania 19640
Wendy S. Greengrove, Secretary
GPU International, Inc. Douglas E. Davidson, Esq.
One Upper Pond Road Berlack, Israels & Liberman LLP
Parsippany, New Jersey 07054 120 West 45th Street
New York, New York 10036
__________________________________________________
(Names and addresses of agents for service)<PAGE>
GPU, GPUI, EI Services, JCP&L, Met-Ed, Penelec and GPUS
hereby post-effectively amend the Application on Form U-1, docket
in SEC File No. 70-8593, as heretofore amended, as follows:
1. By amending clauses (1), (8) and (9) of paragraph L of
Post-Effective Amendment No. 11 thereof to read in their entirety
as follows:
(1) 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 Report on
Form 10-Q for the quarter ended March 31, 1997, as filed
under the Securities and Exchange Act of 1934, was
approximately $2,114 million. As of March 31, 1997, GPU had
invested, or committed to invest, directly or indirectly, an
aggregate of approximately $307 million in EWGs and $706
million in FUCOs, representing approximately 48% of such
average consolidated retained earnings.
(8) GPU's average consolidated retained earnings for
the four most recent quarterly periods (approximately $2,114
million) represented an increase of approximately $29
million (or approximately 1%) compared to the average
consolidated retained earnings for the previous four
quarterly periods (approximately $2,084 million).
(9) GPU did not incur operating losses from direct or
indirect investments in EWGs and FUCOs in 1996 in excess of
5% of GPU s December31, 1996 consolidated retained earnings.<PAGE>
2. By amending paragraph N of Post-Effective Amendment No.
11 thereof to read in its entirety as follows:
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions
will be as follows:
Legal Fees
Berlack, Israels & Liberman LLP $20,000
Ballard Spahr Andrews & Ingersoll 500
Miscellaneous 5,000
TOTAL $25,500
3. By filing the following exhibits in Item 6 thereof:
F-1(b) - Opinion of Berlack, Israels & Liberman LLP
F-2(b) - Opinion of Ballard Spahr Andrews & Ingersoll <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
GPU SERVICE, INC.
By: /s/ T. G. Howson
T. G. Howson
Vice President and Treasurer
GPU INTERNATIONAL, INC.
EI SERVICES, INC.
By: /s/ B. L. Levy
B. L. Levy
President
Date: June 23, 1997
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
3. By filing the following exhibits in Item 6 thereof:
F-1(b) - Opinion of Berlack, Israels & Liberman LLP
F-2(b) - Opinion of Ballard Spahr Andrews & Ingersoll <PAGE>
Exhibit F-1(b)
June 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc. ("GPU")
GPU International, Inc.
EI Services, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
GPU Service, Inc.
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 10, dated
October 17, 1996, to the Application on Form U-1, dated March 15,
1995, under the Public Utility Holding Company Act of 1935
("Act") filed with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8593, as to be amended by Post-Effective Amendment No. 11
thereto, dated this date, of which this opinion is to be a part.
(The Application, as so amended and as thus to be amended, is
hereinafter referred to as the "Application").
The Application now contemplates, among other things,
increasing to 100% of GPU's consolidated retained earnings, the
aggregate amount which GPU may invest in: (i) one or more
subsidiary companies (each, a "Subsidiary Company") which will be
engaged in the business of owning interests in and securities of
foreign utility companies ("FUCOs") and/or exempt wholesale
generators ("EWGs") (each, an "Exempt Entity"), and (ii) Exempt
Entities. Such investment by GPU in Subsidiary Companies and
Exempt Entities may take the form of, among other things, direct
investments in Subsidiary Company securities ("Subsidiary
Securities"), guarantees or other similar undertakings
("Guarantees") by GPU entered into to support obligations of
Subsidiary Companies and Exempt Entities, loans evidenced by
promissory notes of Subsidiary Companies ("Subsidiary Company
Notes"), and the assumption of liabilities of Subsidiary
Companies and Exempt Entities. <PAGE>
Securities and Exchange Commission
June 23, 1997
Page 2
In addition to the matters set forth in our previous
opinion dated January 5, 1996 and filed as Exhibit F-1(a) to the
Application, we have examined a copy of the Commission's Orders,
dated January 19, 1996 and March 6, 1996, granting the
Application, as then amended. We have also examined such other
documents and made such further investigation as we have deemed
necessary as a basis for this opinion.
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 in the laws of any jurisdiction other
than the laws of the State of New York and the Federal laws of
the United States. The opinions expressed herein are limited to
matters governed by the laws of the State of New York and the
Federal laws of the United States. As to all matters which are
covered 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(b) to the Application.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Guarantees and Subsidiary
Company Notes will have been duly authorized, executed and
delivered by the issuer thereof; (iii) the execution, delivery
and performance of each Subsidiary Security, Guarantee and
Subsidiary Company Note will not violate any applicable law or
any restriction imposed by any court or governmental body having
jurisdiction over the issuer thereof; (iv) with respect to any
Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security; and (v) GPU will comply
with the applicable limitations on guarantees and unsecured debt
contained in the GPU revolving credit facility.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that when
the Commission shall have entered an order forthwith granting the
Application, <PAGE>
Securities and Exchange Commission
June 23, 1997
Page 3
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) GPU is validly organized and existing,
(c) in the case of Subsidiary Securities which
constitute equity securities, such securities will be validly
issued, fully paid and nonassessable,
(d) in the case of (i) Subsidiary Securities which
constitute debt securities, (ii) Subsidiary Company Notes, and
(iii) Guarantees, such instruments will be valid and binding
obligations of the respective issuers or guarantors thereof 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,
(e) GPU will legally acquire the Subsidiary Securities
and Subsidiary Company Notes, and
(f) the consummation of the transactions proposed in
the Application 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 Application 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(b)
June 23, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: GPU, Inc. ("GPU")
GPU International, Inc.
EI Services, Inc.
Jersey Central Power & Light Company
Metropolitan Edison Company [("Met-Ed")]
Pennsylvania Electric Company ("Penelec")
GPU Service, Inc.
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 10, dated
October 17, 1996, to the Application on Form U-1, dated March 15,
1995, under the Public Utility Holding Company Act of 1935
("Act") filed with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8593, as to be amended by Post-Effective Amendment No. 11
thereto, dated this date, of which this opinion is to be a part.
(The Application, as so amended and as thus to be amended, is
hereinafter referred to as the "Application").
The Application now contemplates, among other things,
increasing to 100% of GPU's consolidated retained earnings, the
aggregate amount which GPU may invest in: (i) one or more
subsidiary companies (each, a "Subsidiary Company") which will be
engaged in the business of owning interests in and securities of
foreign utility companies ("FUCOs") and/or exempt wholesale
generators ("EWGs") (each, an "Exempt Entity"), and (ii) Exempt
Entities. Such investment by GPU in Subsidiary Companies and
Exempt Entities may take the form of, among other things, direct
investments in Subsidiary Company securities ("Subsidiary
Securities"), guarantees or other similar undertakings
("Guarantees") by GPU entered into to support obligations of
Subsidiary Companies and Exempt Entities, loans evidenced by
promissory notes of Subsidiary Companies ("Subsidiary Company
Notes"), and the assumption of liabilities of Subsidiary
Companies and Exempt Entities.<PAGE>
We have acted as Pennsylvania counsel to GPU and
Penelec for many years. In addition to the matters set forth in
our previous opinion dated January 5, 1996 and filed as Exhibit
F-2(a) to the Application, we have examined a copy of the
Commission's Orders, dated January 19, 1996 and March 6, 1996,
granting the Application, as then amended. We have also
examined such other documents and made such further investigation
as we have deemed necessary as a basis for this opinion.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Guarantees and Subsidiary
Company Notes will have been duly authorized, executed and
delivered by the issuer thereof; (iii) the execution, delivery
and performance of each Subsidiary Security, Guarantee and
Subsidiary Company Note will not violate any applicable law or
any restriction imposed by any court or governmental body having
jurisdiction over the issuer thereof; (iv) with respect to any
Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security; and (v) GPU will comply
with the applicable limitations on guarantees and unsecured debt
contained in the GPU revolving credit facility.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that when
the Commission shall have entered an order forthwith granting the
Application,
(a) all Pennsylvania laws applicable to the proposed
transactions will have been complied with,
(b) GPU is validly organized and existing,
(c) GPU will legally acquire the Subsidiary Securities
and Subsidiary Company Notes, and
(d) the consummation of the transactions proposed in
the Application will not violate the legal rights
of the holders of any securities issued by GPU,
Penelec, Ninevah Water Company, Penelec Capital,
L.P. or Penelec Preferred Capital, Inc.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL<PAGE>
