Amendment No. 1 to
SEC File No.70-9565
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")
300 Madison Avenue
Morristown, New Jersey 07960
(Name of company filing this statement and addresses
of principal executive offices)
GPU, INC.
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(Name of top registered holding company parent of applicants)
T. G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Berlack, Israels & Liberman LLP
S. L. Guibord, Secretary 120 West 45th Street
GPU Service, Inc. New York, New York 10036
300 Madison Avenue
Morristown, New Jersey 07960
D. C. Brauer
Vice President
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey 07960
(Names and addresses of agents for service)
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GPU hereby amends its Application on Form U-1, docketed in SEC
File No. 70-9565, in its entirety as
follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
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A. GPU proposes to organize a new, wholly-owned subsidiary
company, ("Newco"), as a Delaware corporation whose initial purpose will be to
acquire from time to time limited partner interests in EnerTech Capital Partners
II, L.P., a Delaware limited partnership formed pursuant to an Agreement of
Limited Partnership ("Partnership Agreement"), and any successor or affiliated
limited partnership having substantially similar investment objectives and terms
(EnerTech Capital Partners II, L.P. and all such successor or affiliated limited
partnerships are herein collectively referred to as the "EnerTech Partnership").
The interests to be acquired by Newco in any EnerTech Partnership will in the
aggregate not exceed $5 million.(1)
B. The targeted size of the EnerTech Partnership's investment
pool is $100 million, with a minimum commitment of $30 million necessary for an
initial closing (the "Initial Closing"). Additional commitments may be added
until the investment pool reaches a maximum not to exceed $150 million, unless
otherwise approved by a majority in interest of the Limited Partners. The
interests to be acquired by Newco will in the aggregate represent not more than
9.9% of the Limited Partner interests in any EnerTech Partnership.
C. The sole general partner of the EnerTech Partnership ("General
Partner") will be ECP II Management L.P., a Delaware limited partnership of
which EnerTech Capital Partners II LLC is the managing general partner. The
EnerTech Partnership fund will be managed by EnerTech Capital Partners
("EnerTech"), a group of experienced investment professionals associated with
Safeguard Scientifics, Inc. and TL Ventures. The EnerTech Partnership fund is
the second fund managed by EnerTech. Its first fund was formed in 1996 with
$50,000,000 of capital and is currently invested in twelve companies.
1. Investment Objectives
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The EnerTech Partnership is being formed to invest in companies
(each a "Portfolio Company") engaged in activities primarily related to the
electric and natural gas utilities and their convergence into the broader
energy, communications and other utility-like services industries. The EnerTech
Partnership will invest in companies (none of which will be an affiliate of GPU)
engaged in the development of technologies in one or more of the categories set
forth below.
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1 GPU has previously received Commission approval for investing in a similar
investment fund focusing on environmental technologies. General Public
Utilities Corporation, et al., HCAR No. 35-26230 (File No. 70-8537)
(February 8, 1995).
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a. Information Technology and Systems
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Integration.
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Continuing advances in information technology ("IT") will play a
significant role in the restructuring of the deregulated marketplace and will
present significant opportunities for superior investment returns resulting from
the application of these technologies to the changes in that marketplace.
Traditionally, many of the IT applications and systems in the utility industry
have been internally developed, resulting in long development cycles with little
flexibility and significant expense. Today, the utilities' increasing reliance
on IT solutions for competitive advantage is resulting in a commensurate
increase in the use of off-the-shelf solutions. The EnerTech Partnership's fund
managers expect to see a proliferation of new companies focused on innovative IT
solutions and services for this market. The fund managers are focusing their
attention on enterprise software and networking, CIS (customer information
system) and billing applications, data mining and analysis tools, systems
integration and support, and the transition to interactive e-commerce platforms.
Other examples include transmission scheduling and sales, transaction and risk
management and energy trading systems.
b. Communications and Networking.
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The evolution of the IT-enabled enterprise combined with the
convergence of energy and telecommunications services provides the EnerTech
Partnership with significant investment opportunities in communications and
networking. Given the utilities' significant size, financial strength and their
near-ubiquitous rights-of-way, the impact of utilities as both service providers
and consumers of communications services is substantial.
The fund managers are focused on enabling technologies for
utility enterprise communications and also on the applications of e-commerce to
the utilities and their customers. Utilities are expected to look to e-commerce
applications to cut costs, enhance customer service, improve system
capabilities, better manage their assets, improve marketing capabilities and
retain customers. Interactive communications represent an opportunity for
utilities to gather valuable information on consumer demographics and
preferences and to integrate this information with real-time pricing and on-line
analytical processing tools to develop new product and sales strategies.
The EnerTech Partnership investment opportunities in
communications are expected to include fixed communication and data networks,
building automation and controls, integration of voice and data networks, remote
connectivity, supply chain and managed infrastructure applications.
c. Customer Premise Products and Services.
---------------------------------------
As utilities search for new ways to retain and serve their
current customer base, the demand for innovative and
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competitive offerings will increase. In order to retain and attract their most
valuable asset, utilities are actively seeking new products and services to bind
them to their existing customers. Bundled offerings increase the "switching"
costs for customers, thus providing a greater barrier to entry for competitors.
In addition, a competitive, multi-service offering will allow utilities to
attract new customers in a given service area and to compete in newly opened
markets. Many of these products and services will be offered by new entrants,
providing opportunities for entrepreneurial companies to compete directly or to
"private-label" their products and services into the home, office and industrial
markets.
Similar to the trends coming out of the deregulation of the
telephone industry, there has been a proliferation of new technologies, products
and services available to the utility customer. Examples include digital home
networks, electronic security alarm monitoring services, power quality and
efficiency devices, demand-side management tools, other energy conservation
devices and distributed generation technologies. The EnerTech Partnership's fund
managers expect to invest in companies developing new technologies and services
as well as in more traditional later stage opportunities, where economies of
scale and utility branding can leverage the EnerTech Partnership's
participation.
Consumer premise products and services represent one of the
largest opportunities for the EnerTech Partnership's fund managers to leverage
their experience for the benefit of the EnerTech Partnership's investments in
emerging companies and new technologies. Selling to the utility or creating
substantive business relationships requires a fundamental understanding of the
utility business model and decision making process. The domain expertise and
relationships with utilities of the EnerTech Partnership's fund managers
provides a distinct advantage for investments in this area.
d. Industry Specific Content and Consulting
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Services.
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Industries undergoing rapid and fundamental change invariably
require greater amounts of information and assistance from industry specific
service providers. Utility expenditures in 1998 for consulting services,
research and industry specific information are estimated to be $3 billion and
are expected to grow dramatically as deregulation continues. The fund managers
are proactively looking to invest in companies taking advantage of this growing
need for timely and focused information and are pursuing opportunities in
consulting, publishing, research and information management services.
e. Asset Utilization and Efficiency Improvement.
---------------------------------------------
Many of today's utility infrastructure systems and equipment are based on
technologies designed and created in the mid-1990s. Furthermore, the systems
were designed and built for the purpose of providing "safe and reliable"
service. Since
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profits were based on the level of capital investment, this historic focus on
"safe and reliable" service resulted in redundant systems and conservative
engineering specifications. Many utilities are increasingly focused on the
optimal deployment of their infrastructure and are exploring strategies that
allow them to leverage their sizeable investments in fixed assets to improve
overall profitability.
As a result, a large market exists for companies that can help
utilities better utilize and increase the return on their existing
infrastructure. These are technologies and services that improve the efficiency,
speed, accuracy and flexibility of the utilities' physical infrastructure.
Today, these assets include power plants, communications networks, transmission
and distribution systems, rights-of-way and even the utility's substantial base
of human resources.
Products and technologies that fall into this category include
power plant performance software and systems, distribution system automation,
automated mapping and facilities management, supervisory control and data
acquisition, system forecasting applications and work force management tools.
Additional services that can leverage the utility delivery infrastructure
include outage detection/notification, surge protection, power quality
monitoring, security monitoring, hazard detection, appliance monitoring,
electronic bill payment, messaging and many others.
In addition to the primary areas identified above, the fund
managers also expect to pursue investment opportunities arising out of the
utilities' response to increased competition and the resulting reduction in
margins. To counter these trends, utilities will focus on reducing costs and
increasing the operating performance of their generation and distribution
assets. Areas of expected interest will include alternative generation
technologies, power quality improvements, environmental remediation processes,
emission controls and waste disposal technologies.
2. Partnership Agreement.
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The term of the EnerTech Partnership will commence on the date of
the execution of the Partnership Agreement and will continue until December 31,
2009. The General Partner may extend the term for up to two one-year periods to
permit the orderly liquidation of the EnerTech Partnership's assets, upon
written consent of the Limited Partners holding a majority in interest of the
commitments of all Limited Partners. (Partnership Agreement, Sec. 1.4). The
Partnership Agreement provides that, not later than the date of becoming a
Limited Partner, each Limited Partner must contribute to the capital of the
EnerTech Partnership up to 5% of the capital commitment of such Limited Partner.
Thereafter, contributions will be made upon fifteen (15) days' notice, in
increments necessary to fund investments and operating expenses, up to a maximum
of 20% of total commitments being contributed per request. The General Partner
will contribute an amount equal to 1.0% of the total capital commitments of all
Limited Partners.
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The General Partner will make its capital commitments pari passu with the
capital contributions of the Limited Partners.
In addition, the General Partner, without the prior approval of a
majority in interest of the Limited Partners, may not cause or permit the
EnerTech Partnership to invest more than 15% of the EnerTech Partnership's total
capital commitments in the securities of any single Portfolio Company.
(Partnership Agreement, Sec. 1.7(b)).
Subject to certain limitations set forth in the Partnership
Agreement, the management, operation and implementation of policy of the
EnerTech Partnership will be vested exclusively in the General Partner.
(Partnership Agreement, Sec. 2.1(a)). The General Partner may delegate certain
of its authority to an investment manager ("Investment Manager") pursuant to an
Investment Management Agreement. In addition, at the request of the General
Partner, a Limited Partner may provide advisory services to a Portfolio Company.
The EnerTech Partnership has an advisory board ("Advisory Board")
comprised of business leaders, professional advisors and industry visionaries.
Under the terms of the Partnership Agreement, the General Partner may remove any
member of the Advisory Board at any time, and may appoint new or additional
members from time to time. The Advisory Board will assist the General Partner in
evaluating potential investments and provide such other services as the General
Partner may from time to time request, but will have no authority to bind the
EnerTech Partnership or take part in its management. (Partnership Agreement,
Sec. 2.8).
The EnerTech Partnership will also have a valuation committee
("Valuation Committee"), which will consist of three representatives of the
Limited Partners, designated by the General Partner and approved by a majority
in interest of the Limited Partners. The Valuation Committee, among other
things, approves all valuations of securities by the General Partner and settles
all conflict of interest situations. Approval of the Valuation Committee will be
by a majority vote.
The Investment Manager will serve as the management company of
the EnerTech Partnership. The Investment Manager will be EnerTech Management
L.L.C., a Delaware limited liability company. All of the individual members of
the General Partner's managing general partner will be officers of the
Investment Manager. The Investment Manager will be responsible for identifying
acquisition opportunities, structuring and negotiating the terms of such
acquisition, arranging for all necessary financing, and monitoring the progress
of and providing managerial assistance to the Portfolio Companies. The
Investment Manager will also provide personnel, office space, telephone and
utility expenses, supplies and other administrative services to the Enertech
Partnership.
From the date of the Partnership Agreement until five years after
the Initial Closing, the EnerTech Partnership will
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pay to the Investment Manager quarterly in advance a management fee equal to
0.5% of the EnerTech Partnership's total capital commitments (assuming all
commitments were in effect upon the initial formation of the EnerTech
Partnership). Thereafter, the quarterly management fee shall equal 0.5% of an
amount equal to total capital commitments less the cost of all securities
disposed of or written off by the EnerTech Partnership. Partners admitted after
the Initial Closing will be required to bear their proportionate share of the
management fee and other operating and formation expenses form the Initial
Closing date. Fifty percent (50%) of all fees or compensation accepted from
Portfolio Companies by the Investment Manager will offset the management fee.
The management fee will cover all expenses associated with
administering the EnerTech Partnership, including but not limited to,
compensation of all professional employees and the cost of providing certain
support and general services (e.g., office rental, secretarial, clerical and
bookkeeping expenses).
The EnerTech Partnership will be responsible for all other
expenses related to its operations, including, but not limited to, its legal and
auditing fees, costs related to the purchase or sale of securities whether or
not purchased or sold, interest on borrowed funds, taxes, commissions and
brokerage fees, the cost of directors' and officers' liability insurance,
extraordinary expenses such as litigation and "broken deal" expenses, expenses
resulting from due diligence and the normal course of activities related to the
investments and prospective investments of the EnerTech Partnership, expenses
associated with annual meetings of the EnerTech Partnership and the activities
of the Valuation Committee and Advisory Board and expenses incurred in
organizing the EnerTech Partnership.
Profits, gains and losses (both realized and unrealized) will
generally be allocated 80% to all Limited Partners, pro rata in accordance with
their capital contributions, and 20% to the General Partner. Net short-term
investment income (or loss) and expenses, represented by the excess or deficit
of income on cash equivalent securities over operating expenses, will be
allocated to the Limited Partners pro rata according to their respective capital
contributions. In addition, if the capital account of the General Partner is
reduced to the amount of its capital contribution, then remaining losses shall
be specially allocated 1% to the General Partner and 99% to the Limited
Partners. In the event the capital account of the Limited Partners is reduced to
zero, then 100% of remaining losses shall be specially allocated to the General
Partner. Subsequent gains shall be specially allocated to reverse any such
special allocations of losses.
Distributions will be made at the General Partner's discretion.
Net short-term investment income (net of expenses), will be distributed to all
Partners pro rata in accordance with their capital contributions. Securities in
kind (or net cash proceeds from their sale) will be distributed, until such time
as
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the Limited Partners shall have received distributions totaling their respective
capital contribution, in the following manner:
(a) an amount equaling the sum of (i) the EnerTech
Partnership's cost for the total amount of such securities being
distributed or which were sold; (ii) the aggregate amount of net losses
previously realized by the EnerTech Partnership; (iii) the cost basis of
the securities of all Portfolio Companies previously written off as a
result of bankruptcy, liquidation or termination of operations of such
Portfolio Company; and (iv) the allocable amount of cumulative operating
expenses paid by the EnerTech Partnership, will be distributed to all
Partners pro rata in accordance with their capital contributions;
(b) the balance of such distribution will be distributed
80% to the Limited Partners pro rata in accordance with their respective
capital contributions and 20% to the General Partners.
After the Limited Partners have received distributions equaling
their respective capital contributions, any further distributions of securities
in kind or the proceeds from the sale of securities will be made 80% to the
Partners pro rata in accordance with their respective capital contributions and
20% to the General Partners.
GPU will, on or by May 1 of each year, report to the Commission
any distributions received from the EnerTech Partnership during the previous
calendar year. Such report will be included as an appendix to the Annual Report
on Form U-5-S filed pursuant to the Act. The foregoing reports shall be in lieu
of any Certificates of Completion or Partial Completion otherwise required by
Rule 24 under the Act.
GPU also requests that the Commission reserve jurisdiction over
the acquisition by Newco of limited partnership interests in any limited
partnership that is a successor of or affiliated with the EnerTech Partnership
pending completion of the record regarding such acquisition.
Rule 54 Analysis.
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The proposed transactions contemplate, among other things, the
acquisition of securities by the GPU which do not relate to exempt wholesale
generators ("EWGs") and foreign utility companies ("FUCOs") (the
"Transactions"). Accordingly, the Transactions are subject to Rule 54, which
provides that, in determining whether to approve an application which does not
relate to any EWG or FUCO, the Commission shall not consider the effect of the
capitalization or earnings of any such EWG or FUCO which is a subsidiary of a
registered holding company if the requirements of Rule 53 (a), (b) and (c) are
satisfied.
(a) As described below, GPU meets all of the conditions of Rule
53, except for Rule 53(a)(1). By Order dated November 5, 1997 (HCAR No.
35-26773) (the "November 5 Order"), the Commission
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authorized GPU to increase to 100% of its "average consolidated retained
earnings," as defined in Rule 53, the aggregate amount which it may invest in
EWGs and FUCOs. At June 30, 1999, GPU's average consolidated retained earnings
was approximately $2.316 billion and GPU's aggregate investment in EWGs and
FUCOs was approximately $2.168 billion. Accordingly, under the November 5 Order,
GPU may invest up to an additional $148 million in EWGs and FUCOs as of June 30,
1999.(2)
(i) 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:
(1) the books and records for such EWG will
be kept in conformity with United States generally
accepted accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with GAAP; and
(3) 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.
(B) For each FUCO or foreign EWG which is a
majority owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with
GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with
GAAP; and
(3) 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.
(C) 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
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2 Including the effect of the July 1999 Midlands Electricity plc purchase.
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(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of
such entity to be prepared in accordance
with GAAP; and
(3) 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.
(ii) No more than 2% of GPU's domestic public utility
subsidiary employees will render any services, directly or
indirectly, to any EWG and FUCO in which GPU directly or
indirectly holds an interest.
(iii) Copies of this Application on Form U-1 are being
provided to the New Jersey Board of Public Utilities and the
Pennsylvania Public Utility Commission, the only federal, state
or local regulatory agencies having jurisdiction over the retail
rates of GPU's electric utility subsidiaries.(3) In addition, GPU
will submit to each such commission copies of any amendments to
this Application and a copy of Item 9 of GPU's Form U5S and
Exhibits H and I thereof (commencing with the Form U5S to be
filed for the calendar year in which the authorization herein
requested is granted).
(iv) None of the provisions of paragraph (b) of Rule 53
render paragraph (a) of that Rule unavailable for the proposed
transactions.
(A) Neither GPU nor any subsidiary of GPU having a
book value exceeding 10% of GPU's consolidated retained earnings
is the subject of any pending bankruptcy or similar proceeding.
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3 Pennsylvania Electric Company ("Penelec") is also subject to retail rate
regulation by the New York Public Service Commission with respect to
retail service to approximately 3,700 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.
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(B) GPU's average consolidated retained earnings
for the four most recent quarterly periods (approximately $2.316
billion) represented an increase of approximately $96.9 million
(or approximately 4%) compared to the average consolidated
retained earnings for the previous four quarterly periods
(approximately $2.219 billion).
(C) GPU did not incur operating losses from direct
or indirect investments in EWGs and FUCOs in 1997 in excess of 5%
of GPU's December 31, 1997 consolidated retained earnings.
As described above, GPU meets all the conditions of Rule 53(a),
except for clause (1). With respect to clause (1), the Commission determined in
the November 5 Order that GPU's financing of investments in EWGs and FUCOs in an
amount greater than 50% of GPU's average consolidated retained earnings as
otherwise permitted by Rule 53(a)(1) would not have either of the adverse
effects set forth in Rule 53(c).
Moreover, even if the effect of the capitalization and earnings
of subsidiary EWGs and FUCOs were considered, there is no basis for the
Commission to withhold or deny approval for the transactions proposed in this
Application. The Transactions would not, by themselves, or even considered in
conjunction with the effect of the capitalization and earnings of GPU's
subsidiary EWGs and FUCOs, have a material adverse effect on the financial
integrity of the GPU system, or an adverse impact on GPU's public utility
subsidiaries, their customers, or the ability of State commissions to protect
such public utility customers.
The November 5 Order was predicated, in part, upon the assessment
of GPU's overall financial condition which took into account, among other
factors, GPU's consolidated capitalization ratio and the recent growth trend in
GPU's retained earnings. As of June 30, 1997, the most recent quarterly period
for which financial statement information was evaluated in the November 5 Order,
GPU's consolidated capitalization consisted of 49.2% equity and 50.8% debt. As
stated in the November 5 Order, GPU's June 30, 1997 pro forma capitalization,
reflecting the November 6, 1997 acquisition of PowerNet Victoria, was 39.3%
equity and 61.7% debt.
GPU's June 30, 1999 consolidated capitalization consists of 43.1%
equity and 56.9% debt. Thus, since the date of the November 5 Order, there has
been no material adverse change in GPU's consolidated capitalization ratio,
which remains within acceptable ranges and limits as evidenced by the credit
ratings of GPU's electric utility subsidiaries.(4)
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4 The mortgage bonds of Jersey Central Power & Light Company, Metropolitan
Edison Company and Pennsylvania Electric Company are rated A+ by
Standard & Poors Corporation, and Baa1, A3 and A2, respectively, by
Moody's Investors Service, Inc.
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GPU's consolidated retained earnings grew on average
approximately 4.5% per year from 1991 through 1998. Earnings attributable to
GPU's investments in EWGs and FUCOs have contributed positively to consolidated
earnings, excluding the impact of the windfall profits tax on the Midlands
Electricity plc investment.(5)
Accordingly, since the date of the November 5 Order, the
capitalization and earnings attributable to GPU's investments in EWGs and FUCOs
have not had any adverse impact on GPU's financial integrity.
Reference is made to Exhibit H which sets forth GPU's
consolidated capitalization at June 30, 1999 and after giving effect to the
transactions proposed herein. As set forth in such exhibit, the proposed
transactions will not have a material impact on GPU's capitalization or
earnings.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
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The estimated fees, commissions and expenses expected to be
incurred in connection with the proposed transactions will be filed by
amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
--------------------------------
GPU believes that Sections 6(a), 7, 9(a)(1), 10 and 12(b) of the
Act and Rules 45 and 54 thereunder may be applicable to the proposed
Transactions. GPU believes that the authorization sought herein is consistent
with the requirements of Sections 10 and 11(b) of the Act which permit public
utility holding company subsidiaries to engage in other businesses "as are
reasonably incidental, or economically necessary or appropriate to the
operations" of an integrated public utility system.
ITEM 4. REGULATORY APPROVALS.
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No state commission has jurisdiction with respect to any aspect
of the proposed transactions and, assuming your Commission authorizes and
approves all aspects of the transactions (including the accounting therefor), no
Federal commission, other than your Commission, has jurisdiction with respect to
any aspect thereof.
ITEM 5. PROCEDURE.
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GPU requests that the Commission issue an order with respect to
the transactions proposed herein at the earliest practicable date, but in no
event no later than January 15, 2000. It is further requested that: (i) there
not be a recommended decision by an Administrative Law Judge or other
responsible officer of the Commission, (ii) the Office of Public Utility
Regulation be permitted to assist in the preparation of the
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5 As discussed in the November 5 Order, GPU incurred a loss for 1997 from
its investments in EWGs and FUCOs as a result of the 1997 windfall
profits tax imposed on Midlands Electricity, plc.
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Commission's decision and (iii) there be no waiting period between the issuance
of the Commission's order and the date on which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
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(a) Exhibits:
A - EnerTech Capital Partners L.P. Limited
Partnership Agreement - -- to be filed by
amendment.
B - Not applicable
C - Not applicable
D - Not applicable
E - Not applicable
F - Opinion of Berlack, Israels & Liberman LLP
-- to be filed by amendment.
G - Financial Data Schedules -- to be filed
by amendment.
H - Form of public notice
(b) Financial Statements:
1-A - GPU and Subsidiary Companies
Consolidated Balance Sheets, actual and pro
forma, as at June 30, 1999, and Consolidated
Statement of Income and Retained Earnings,
actual and pro forma, for the twelve months
ended June 30, 1999; pro forma journal
entries -- to be filed by amendment.
1-B - GPU (Corporate) Balance Sheets, actual and
pro forma, as at June 30, 1999 and
Statements of Income and Retained Earnings,
actual and pro forma, for the twelve months
ended June 30, 1999; pro forma journal
entries -- to be filed by amendment.
2 - Reference is made to the financial
statements included in 1 above.
3 - None.
4 - None, except as set forth in the Notes to
the Financial Statement.
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
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(a) The proposed Transactions contemplate the formation by GPU of
a subsidiary for the purpose of investing in a limited partnership that will
invest in companies engaged in the development of energy-related and information
technologies. As such, the issuance of an order by your Commission with respect
thereto is not a major Federal action significantly affecting the quality of the
human environment.
(b) No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed Transactions which
are the subject hereof.
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SIGNATURE
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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 THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, INC.
By: /s/ T. G. Howson
--------------------------
T. G. Howson,
Vice President and Treasurer
Date: December 15, 1999
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