Post-Effective Amendment No. 4 to
SEC File No. 70-8409
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ( Act )
GPU GENERATION, INC. ("GENCO")
1001 Broad Street
Johnstown, Pennsylvania 15907
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L')
METROPOLITAN EDISON COMPANY ("Met-Ed")
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
2800 Pottsville Pike
Reading, Pennsylvania 19640
GPU, Inc. ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
GPU SERVICE, INC. ("GPUS")
100 Interpace Parkway
Parsippany, New Jersey 07054
GPU INTERNATIONAL, INC. ("GPU International")
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GPU, INC.
(Name of top registered holding company parent of applicants)
T.G. Howson, Vice President W. Edwin Ogden, Esq.
and Treasurer Ryan, Russell, Ogden & Seltzer
M.A. Nalewako, Secretary 1100 Berkshire Boulevard
M.J. Connolly, Esq., Assistant P.O. Box 6219
General Counsel Reading, Pennsylvania 19610
GPU Service, Inc.
100 Interpace Parkway Robert C. Gerlach, Esq.
Parsippany, New Jersey 07054 Ballard Spahr Andrews &
Ingersoll
S.L. Guibord, Secretary 1735 Market Street
Jersey Central Power & Light Philadelphia, PA 19103
Company
Metropolitan Edison Company Wendy S. Greengrove, Esq.
Pennsylvania Electric Company Secretary
2800 Pottsville Pike GPU International, Inc.
Reading, Pennsylvania 19601 One Upper Pond Road
Parsippany, New Jersey 07054
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman LLP
120 W. 45th Street
New York, New York 10036
(Names and addresses of agents for service)<PAGE>
GENCO, JCP&L, Met-Ed, Penelec, GPU, GPUS and GPU
International (formerly known as Energy Initiatives, Inc.) hereby
post-effectively amend their Declaration on Form U-1, docketed in
SEC File No. 70-8409, as heretofore amended, as follows:
1. By adding the following to the end of paragraph F of
Post-Effective Amendment No. 1 thereof:
Rule 53 under the Act provides that, if each of the
conditions of paragraph (a) thereof is met, and none of the
conditions of paragraph (b) thereof is applicable, then the
Commission may not make certain adverse findings under
Sections 7 and 12 of the Act in determining whether to
approve a proposal by a registered holding company to issue
securities in order to finance an investment in any EWG or to
guaranty the securities of any EWG. Giving effect to the
proposals contained herein, GPU submits that all of the
criteria of Rules 53 and 54 under the Act with respect to the
proposed transactions.
(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 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.
(2) 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.
(A) For each United States EWG in which GPU
directly or indirectly holds an interest:
(a) the books and records for such EWG will
be kept in conformity with United States generally accepted
accounting principles ("GAAP");
(b) the financial statements will be prepared
in accordance with GAAP; and
(c) 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.
<PAGE>
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(a) the books and records for such subsidiary
will be kept in accordance with GAAP;
(b) the financial statements for such
subsidiary will be prepared in accordance with GAAP; and
(c) 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.
(3) 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
(a) such entity to maintain books and records in
accordance with GAAP;
(b) the financial statements of such entity to be
prepared in accordance with GAAP; and
(c) 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.
(4) No more than 2% of the Operating Companies'
employees will render any services, directly or indirectly,
to EWGs and FUCOs in which GPU directly or indirectly holds
an interest.
(5) Copies of this Post-Effective Amendment are being
provided to the New Jersey Board of Public Utilities
("NJBPU") and the Pennsylvania v Public Utility Commission
("PaPUC"), the only federal, state or local regulatory
agencies having jurisdiction over the retail rates of the
Operating Companies.(1) In addition, GPU will submit to 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 hereof (commencing with the Form U5S to be
filed for the calendar year in which the authorization herein
requested is granted).
<PAGE>
(6) None of the provisions of paragraph (b) of Rule 53
render paragraph (a) of that Rule unavailable for the
proposed transactions.
(7) Neither GPU nor any subsidiary of GPU is the
subject of any pending bankruptcy or similar proceeding.
(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 December 31, 1996 consolidated retained earnings.
(10) in accordance with Rule 54, the requirements of
Rule 53(a), (b) and (c) are fulfilled.
___________________
1 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.
<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 GENERATION, INC.
GPU, INC.
GPU SERVICE, INC.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By:
T.G. Howson
Vice President and Treasurer
GPU INTERNATIONAL, INC.
By:
B.L. Levy
President
Date: July 17, 1997<PAGE>
