SEC FILE NO. 70-7670
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GPU, INC.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -----------------------------------------x
In the Matter of :
: Certificate
GPU, Inc. : Pursuant to
: Rule 24 of Partial
File No. 70-7670 : Completion of
: Transactions
(Public Utility Holding :
Company Act of 1935) :
- -----------------------------------------x
To the Members of the Securities and Exchange Commission:
The undersigned, GPU, Inc. ("GPU"), hereby certifies pursuant to
Rule 24 ("Rule 24") of the General Rules and Regulations under the Public
Utility Holding Company Act of 1935 (the "Act") that certain of the transactions
proposed in the Application filed in SEC File No. 70-7670 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 23,
1989 and Supplemental Order dated December 8, 1995 (collectively, the "Orders"),
with respect to said Application as follows:
1. Pursuant to the Orders, GPU has been authorized to issue and sell, from
time-to-time through December 31, 2000, up to 2,500,000 shares (without giving
effect to a two-for-one stock split by way of stock dividend effective May 29,
1991) of its common stock, par value $2.50 per share (the "Common Stock"),
pursuant to a dividend reinvestment and stock purchase plan (the "Plan")
described in the Prospectus included as part of a Registration Statement on Form
S-3, No. 33-30765, as amended, filed under the Securities Act of 1933.
2. On July 29, 1998, GPU issued and sold from previously reacquired shares a
total of 811 shares of Common Stock to Plan participants who made optional cash
payments to the Plan in accordance with its terms. GPU sold such shares at a
price of $37.240625 per share, or an aggregate of $30,202.15 which represents
the average of the daily high and low sale prices of the Common Stock as
reported in The Wall Street Journal for New York Stock Exchange Composite
Transactions for the ten trading days immediately preceding such date.
<PAGE>
3. On August 26, 1998, GPU issued and sold from previously reacquired shares a
total of 35,044 shares of Common Stock to Plan participants who made optional
cash payments to the Plan and/or reinvested dividends in accordance with its
terms. GPU sold such shares at a price of $37.9125 per share, or an aggregate of
$1,328,605.65 which represents the average of the daily high and low sale prices
of the Common Stock as reported in The Wall Street Journal for New York Stock
Exchange Composite Transactions for the ten trading days immediately preceding
such date.
4. On September 30, 1998, GPU issued and sold from previously reacquired shares
a total of 1,042 shares of Common Stock to Plan participants who made optional
cash payments to the Plan in accordance with its terms. GPU sold such shares at
a price of $41.353125 per share, or an aggregate of $43,089.96 which represents
the average of the daily high and low sale prices of the Common Stock as
reported in The Wall Street Journal for New York Stock Exchange Composite
Transactions for the ten trading days immediately preceding such date.
5. To summarize, to date GPU has sold a total of 1,054,338 previously reacquired
shares of Common Stock pursuant to the Plan.
<PAGE>
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: /s/ T. G. Howson
----------------------------
T. G. Howson
Vice President and Treasurer
Date: October 5, 1998
