Amendment No. 1 to
SEC File No. 70-9351
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-l
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU, INC. ("GPU")
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300 Madison Avenue
Morristown, New Jersey 07962
(Name of company filing this statement and address
of principal executive offices)
GPU, INC. ("GPU")
(Name of top registered holding company parent of applicant)
M. A. Nalewako, Secretary Douglas E. Davidson, Esq.
Michael J. Connolly, Esq., Berlack, Israels & Liberman LLP
Assistant General Counsel 120 West 45th Street
GPU Service, Inc. New York, New York 10036
300 Madison Avenue
Morristown, New Jersey 07962
(Names and addresses of agents for service)
<PAGE>
GPU, Inc. hereby amends its Application on Form U-1, docketed in SEC
File No. 70-9351, as follows:
1. By amending paragraph J(5) of Item 1 to read in its entirety as
follows:
5. Exchange of Shares for Rights. At any time after any person or group
becomes an Acquiring Person and before any other person (other than GPU and
certain related entities), together with its affiliates and associates,
becomes the beneficial owner of 50% or more of the outstanding shares of
Common Stock, the Board may direct the exchange of shares of Common Stock for
all or any part of the Rights (other than Rights which have become void) at
the exchange rate of the lesser of (i) three shares of Common Stock per
Right, as adjusted, and (ii) a pro rata portion of the total number of shares
then available for issuance.
2. By completing Item 2 thereof to read in its entirety as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
GPU estimates that the fees, commissions and expenses to be incurred
in connection with the proposed transactions will be as follows:
Legal Fees:
Berlack, Israels, & Liberman LLP $ 15,000
Ballard Spahr Andrews & Ingersoll, LLP $ 1,500
Fried, Frank, Harris, Shriver &
Jacobson $ 35,000
Rights Agent Fees $ 2,500
Miscellaneous $ 5,500
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Total $ 59,500
<PAGE>
3. 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, LLP
H - GPU Actual and Pro Forma Capitalization.
2
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS AMENDMENT TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
By:
---------------------------------
T. G. Howson,
Vice President and Treasurer
Dated: October 16, 1998
3
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman LLP.
F-2 - Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
H - GPU Actual and Pro Forma Capitalization
Securities and Exchange Commission
October 16, 1998
Page 4
Exhibit F-1
October 16, 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. 70-9351
--------------------
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated August 27, 1998,
under the Public Utility Holding Company Act of 1935 ("1935 Act"), filed by GPU,
Inc. (the "Company" or "GPU"), a Pennsylvania corporation, with the Securities
and Exchange Commission ("Commission"), and docketed by the Commission in SEC
File No. 70-9351, as amended by Amendment No. 1 thereto, dated this date, of
which this opinion is to be a part. (The Application, as thus to be amended, is
hereinafter referred to as the "Application").
The Application contemplates GPU's adoption and implementation of a
stockholder rights plan (the "Plan"). Pursuant to the Plan the Board of
Directors (the "Board") of GPU has, subject to receipt of the authorization
requested, declared a dividend of one right (a "Right") for each outstanding
share of GPU Common Stock, par value $2.50 per share (the "Common Stock"),
payable to stockholders of record on the tenth business day after the first
public announcement by the Company of receipt of the Commission authorization.
The Rights will be created by and issued pursuant to a Rights Agreement (the
"Rights Agreement"), between GPU and Chase Mellon Shareholder Services, Inc.
("Rights Agent"), as Rights Agent.
We have been counsel to the Company for many years. In such
capacity, we are familiar with the affairs of the Company and the transactions
that are the subject matter of the Application.
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 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
governed by the laws of the Commonwealth of Pennsylvania, we have
<PAGE>
relied on the opinion of Ballard Spahr Andrews & Ingersoll, LLP which is being
filed as Exhibit F-2 to the Application.
We have assumed that the proposed transactions are carried out in
conformity with the Securities Act of 1933 and the requisite authorizations,
approvals, consents or exemptions under the securities laws of the various
States and other jurisdictions of the United States.
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 State laws applicable to the proposed
transactions will have been complied with,
(b) the Company is validly organized and existing,
(c) when issued pursuant to the Rights Agreement, the
Rights will be validly issued and the holders
thereof will be entitled to the rights and
privileges appertaining thereto set forth in the
Rights Agreement, and
(d) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by the Company or any associate
company thereof.
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
Exhibit F-2
October 16, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: GPU, Inc. Application on Form U-1
SEC File No. 70-9351
--------------------
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated August 27, 1998,
under the Public Utility Holding Company Act of 1935 ("1935 Act"), filed by GPU,
Inc. (the "Company" or "GPU"), a Pennsylvania corporation , with the Securities
and Exchange Commission ("Commission"), and docketed by the Commission in SEC
File No. 70-9351, as amended by Amendment No. 1 thereto, dated this date, of
which this opinion is to be a part. (The Application, as thus to be amended, is
hereinafter referred to as the "Application").
The Application contemplates GPU's adoption and implementation of a
stockholder rights plan (the "Plan"). Pursuant to the Plan, the board of
directors (the "Board") of GPU has, subject to receipt of the authorization
requested, declared a dividend of one right (a "Right") for each outstanding
share of GPU Common Stock, par value $2.50 per share (the "Common Stock"),
payable to stockholders of record on the tenth business day after the first
public announcement by the Company of receipt of the Commission authorization.
The rights will be created by and issued pursuant to a Rights Agreement (the
"Rights Agreement"), between GPU and Chase Mellon Shareholder Services, Inc.
("Rights Agent"), as Rights Agent.
We have been Pennsylvania counsel to the Company years. In
connection with the delivery of this opinion, we have examined such documents
and made such examination as we have deemed necessary as a basis for this
opinion.
<PAGE>
Securities and Exchange Commission
October 16, 1998
Page 2
We have assumed that the proposed transactions are carried out in
conformity with the Securities Act of 1933 and the requisite authorizations,
approvals, consents or exemptions under the securities laws of the various
States and other jurisdictions of the United States.
Based upon and subject to the foregoing, and assuming that the
transactions proposed in the Application are carried out in accordance
therewith, we are of the opinion, insofar as Pennsylvania law is concerned, 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) the Company is validly organized and existing,
(c) when issued pursuant to the Rights Agreement, the Rights will
be validly issued and the holders thereof will be entitled to
the rights and privileges appertaining thereto set forth in
the Rights Agreement, and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
the Company, Pennsylvania Electric Company or any of its
subsidiaries.
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, LLP
EXHIBIT H
CAPITALIZATION AND CAPITALIZATION RATIOS
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(IN THOUSANDS)
The capitalization of GPU, Inc. and Subsidiary Companies at June 30,
1998 is as follows:
Actual Pro Forma (3)
------ -------------
Amount % Amount %
------ - ------ -
Long-term debt(1) $4,392,057 51.4 $4,392,057 51.4
Notes payable 487,160 5.7 487,160 5.7
Preferred stock (2) 155,478 1.8 155,478 1.8
Subsidiary-obligated
mandatorily redeemable
preferred securities 330,000 3.9 330,000 3.9
Common equity 3,172,886 37.2 3,172,886 37.2
--------- ----- --------- -----
$8,537,581 100.0 $8,537,581 100.0
========= ===== ========= =====
(1) Includes securities due within one year of $350,671.
(2) Includes securities due within one year of $2,500.
(3) The issuance of rights will not have a pro forma impact on GPU's
capitalization. Accordingly, there are no pro forma adjustments.
