SEC FILE NO. 70-8877
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF TRANSACTIONS
GPU, INC.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------:
In the Matter of :
:
GPU, Inc. : Certificate Pursuant to
File No. 70-8877 : Rule 24 of Completion of
: Transactions
(Public Utility Holding :
Company Act of 1935) :
- --------------------------------------
To the Members of the Securities and Exchange Commission:
The undersigned, GPU, Inc. ("GPU"), hereby certifies pursuant
to Rule 24 of the General Rules and Regulations under the Public Utility Holding
Company Act of 1935 (the "Act"), that the transactions proposed in the
Application, as amended, docketed in SEC File No. 70-8877, have been carried out
in accordance with the terms and conditions of, and for the purposes requested
in, said Application and pursuant to the Commission's Order, dated October 10,
1996 (HCAR No. 26591), with respect thereto, as follows:
1. On February 12, 1998, GPU entered into an Underwriting
Agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., Merrill &
Lynch Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
& Co. Incorporated, as representatives of the several underwriters, including
such firms named in Schedule A thereto (the "Underwriters"), providing for the
issuance and sale by GPU of 6,100,000 shares of GPU Common Stock, $2.50 par
value per share (the "Additional Common Stock"), to the Underwriters. The
Underwriting Agreement provided for the purchase by the Underwriters of the
Additional Common Stock at a price of $39.5625 per share (or an aggregate of
$241,331,250) less an underwriting discount of $1.07 per share (or an aggregate
of $6,527,000). Such underwriting discount represents 2.7% of the price per
share.
2. Under the Underwriting Agreement, the Underwriters received
an option (the "Overallotment Option"), exercisable for 30 days from the date of
the Underwriting Agreement, to purchase up to an additional 900,000 shares of
GPU Common Stock to cover over-allotment, if any. The purchase price and
underwriting discounts for the Overallotment Option shares were to be the same
as for the Additional Common Stock.
3. On February 17, 1998, the Underwriters exercised the
Overallotment Option. Accordingly, on February 19, 1998, GPU issued and sold to
the Underwriters a total of 7,000,000 shares of Common Stock for a net purchase
price of $269,447,500. GPU will apply approximately $244.7 million of net
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proceeds to pay interest and prepay outstanding indebtedness incurred for the
Midlands Electricity plc and PowerNet Victoria acquisitions. The balance will be
used to repay approximately $5.3 million of outstanding GPU International
indebtedness and $19.4 million for other corporate purposes.
4. The following exhibits in Item 6 are filed herewith:
B-1(b) - Underwriting Agreement dated February 12, 1998 -
Incorporated by reference to Exhibit 1 to GPU Form 8-K, dated
February 17, 1998 (File No. 1-6047).
F-1(a) - "Past tense" opinion of Berlack, Israels & Liberman LLP.
F-2(a) - "Past tense" opinion of Ballard Spahr Andrews & Ingersoll, LLP.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
By:___________________________
T.G. Howson
Vice President and Treasurer
Date: March 3, 1998
EXHIBITS TO BE FILED BY EDGAR
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Exhibits:
F-1(a) - "Past tense" opinion of Berlack, Israels & Liberman LLP.
F-2(a) - "Past tense" opinion of Ballard Spahr Andrews & Ingersoll, LLP.
Exhibit F-1(a)
March 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc.
Application on Form U-1
SEC File No. 70-8877
--------------------
Ladies and Gentlemen:
We refer to our opinion, dated October 7, 1996, filed as
Exhibit F-1 to Amendment No. 1, dated the same date, to the Application on Form
U-1, dated June 24, 1996, under the Public Utility Holding Company Act of 1935
(the "Act"), filed by GPU, Inc., a Pennsylvania corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") and docketed in
SEC File No. 70-8877. (The Application, as thus amended, is hereinafter referred
to as the "Application").
The Application contemplated, among other things, the issuance
and sale by the Company of up to 7,000,000 additional shares of its common
stock, par value $2.50 per share (the "Additional Common Stock"). The Company
would issue and sell the Additional Common Stock from time to time either
through (i) one or more negotiated transactions with one or more underwriters,
(ii) one or more selling or placement agents who regularly engage in the sale or
placement of such securities pursuant to a selling agency or distribution
agreement, or (iii) direct placement transactions, sales to institutional or
other purchasers through privately negotiated transactions, or any combination
of the foregoing. In addition, it was also contemplated that the Company might
sell Additional Common Stock through a selling agent, as principal, for resale
to the public either directly or through dealers. It was anticipated that such
sales would be made from time to time (x) in one or more market transactions on
the floor of the New York Stock Exchange or any regional exchange on which the
Company's common stock may be admitted to trading privileges, in block
transactions on such exchanges, fixed price offerings off the floor of such
exchanges or other special type offerings or distributions made in accordance
with the rules of such exchanges and/or (y) in private placement transactions.
For many years, we have participated in various proceedings
related to the issuance and sale of securities by the Company and we are
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familiar with the terms of the outstanding securities of the corporations
comprising the GPU holding company system.
In addition to the examination recited in the aforesaid
opinion, we have examined a signed copy of your Commission's Order, dated
October 10, 1996, forthwith permitting the Application, as then amended, to
become effective. We attended the closing of the transactions contemplated by
the Application and examined the various instruments, documents, agreements and
certificates executed and delivered at the closing. We have also examined a copy
of the Company's Certificate Pursuant to Rule 24 of Completion of Transactions,
dated this date, under the Act, with which Certificate this opinion is being
filed, certifying to the completion of the transactions proposed in the
Application.
With respect to all matters of Pennsylvania law, we have
relied upon the opinion of Ballard Spahr Andrews & Ingersoll, LLP, which is
being filed as Exhibit F-2(a) to the aforesaid Rule 24 Certificate.
Based upon the foregoing, and assuming that all action under
state "Blue Sky" laws to permit the consummation of the subject transactions has
been completed, we are of the opinion that:
(a) all State laws applicable to the proposed transactions have
been complied with;
(b) the Additional Common Stock has been validly issued and is fully
paid and non-assessable, and the holders thereof are entitled to the rights and
privileges appertaining thereto set forth in the Company's Articles of
Incorporation; and
(c) the consummation of the proposed transactions did not violate the
legal rights of the holders of any securities issued by the Company or any
"associate company" thereof, as defined in the Act.
We hereby consent to the filing of this opinion as an exhibit
to the Rule 24 Certificate and in any proceedings before the Commission that may
be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP)
Exhibit F-2(a)
March 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: GPU, Inc.
Application on Form U-1
SEC File No. 70-8877
--------------------
Ladies and Gentlemen:
We refer to our opinion, dated October 7, 1996, filed
as Exhibit F-2 to Amendment No. 1, dated the same date, to the Application on
Form U-1, dated June 24, 1996, under the Public Utility Holding Company
Act of 1935 (the "Act"), filed by GPU, Inc., a Pennsylvania corporation
("GPU"), with the Securities and Exchange Commission (the "Commission") and
docketed by the Commission in SEC File No. 70-8877. (The Application, as so
amended, is hereinafter referred to as the "Application").
The Application contemplated, among other things, the issuance
and sale by GPU of up to 7,000,000 additional shares of its common stock, par
value $2.50 per share (the "Additional Common Stock"), either through (i) one or
more negotiated transactions with one or more underwriters, (ii) one or more
selling or placement agents who regularly engage in the sale or placement of
such securities pursuant to a selling agency or distribution agreement, (iii)
direct placement transactions or sales to institutional or other purchasers
through privately negotiated transactions, or (iv) any combination of the
foregoing. In addition, it was also contemplated that GPU might sell Additional
Common Stock to a selling agent, as principal, for resale to the public either
directly or through dealers. It was anticipated that such sales would be made
from time to time (x) in one or more market transactions on the floor of the New
York Stock Exchange or any regional exchange on which GPU's common stock may be
admitted to trading privileges, in block transactions on such exchanges, in
fixed price offerings off the floor of such exchanges or other such special type
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offerings or distributions made in accordance with the rules of such exchanges
and/or (y) in private placement transactions.
We have been Pennsylvania counsel to GPU and certain of its
subsidiaries for many years. In addition to the examination recited in the
aforesaid opinion, we have examined a signed copy of the Commission's Order,
dated October 10, 1996, forthwith permitting the Application, as then amended,
to become effective. We examined the various instruments, documents, agreements
and certificates executed and delivered at the closing for the transactions
contemplated by the Application. We have also examined a copy of GPU's
Certificate Pursuant to Rule 24 of Completion of Transactions, dated this date,
under the Act, with which Certificate this opinion is being filed, certifying to
the completion of the transactions proposed in the Application.
Based upon the foregoing, we are of the opinion that, insofar
as matters of Pennsylvania law are concerned:
(a) all Pennsylvania laws applicable to the proposed transactions
have been complied with;
(b) the Additional Common Stock has been validly issued, is fully
paid and non-assessable, and the holders thereof are entitled
to the rights and privileges appertaining thereto set forth in
GPU's Articles of Incorporation; and
(c) the issuance and sale of the Additional Common Stock did not
violate the legal rights of the holders of any securities
issued by GPU, Pennsylvania Electric Company or its
subsidiaries Ninevah Water Company, Penelec Preferred Capital,
Inc. and Penelec Capital, L.P.
We hereby consent to the filing of this opinion as an exhibit
to the aforesaid Rule 24 Certificate and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
Ballard Spahr Andrews & Ingersoll, LLP
