Post-Effective
Amendment No. 2 to
SEC File No. 70-7607
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")
300 Madison Avenue
Morristown, New Jersey 07962
(Name of company filing this statement and address of principal
executive office)
Terrance G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Berlack, Israels & Liberman LLP
Mary A. Nalewako, Secretary 120 West 45th Street
Michael J. Connolly, Esq. New York, New York 10036
Vice President - Law
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey 07962
(Names and addresses of agents for service)
<PAGE>
GPU hereby post-effectively amends its Application on Form U-1,
docketed in SEC File No. 70-7607, as follows:
1. By amending the first sentence in the last paragraph of paragraph
E as follows:
Reference is made to Exhibit H filed herewith which sets forth
GPU's consolidated capitalization at March 31, 1999.
2. By amending paragraph F 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 which are the
subject of Post-Effective Amendment No. 1, will be as follows:
Legal Fees:
Berlack, Israels & Liberman LLP $ 2,500
Ryan, Russell, Ogden & Seltzer LLP $ 500
Miscellaneous $ 1,000
--------
$ 4,000
3. By filing the following exhibits in Item 6 thereof:
F-l - Opinion of Berlack, Israels & Liberman LLP.
F-2 - Opinion of Ryan, Russell, Ogden & Seltzer LLP.
G - Financial Data Schedule.
H - GPU Actual and Pro Forma Capitalization Table.
<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: July 23, 1999
-2-
EXHIBITS TO BE FILED BY EDGAR
Exhibits
F-l - Opinion of Berlack, Israels & Liberman LLP.
F-2 - Opinion of Ryan, Russell, Ogden & Seltzer LLP.
G - Financial Data Schedule.
H - GPU Actual and Pro Forma Capitalization Table.
Exhibit F-1
July 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc. -
Application on Form U-1
SEC File No. 70-7607
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated June 16, 1999
to the Application on Form U-1, dated December 29, 1988, as amended, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by GPU, Inc.
("GPU"), with the Securities and Exchange Commission and docketed in SEC File
No. 70-7607, as amended by Post-Effective Amendment No. 2, dated this date, of
which this opinion is to be a part. (The Application, as so amended and as thus
to be amended, is hereinafter referred to as the "Application".) The Application
contemplates the extension of the authorization for GPU to issue additional
shares of common stock under its Restricted Stock Plan for Outside Directors
(the "Plan") under the Act to December 31, 2008.
We have been counsel to GPU and its subsidiaries for many years. In
such capacity we have participated in various proceedings relating to the
issuance of securities by GPU and its subsidiaries, and we are familiar with the
terms of the outstanding securities of the corporations comprising the GPU
holding company system.
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. In addition to the
matters set forth in our previous opinion dated March 22, 1989 and filed as
Exhibit F-1 to the Application, we have examined a copy of the Commission's
Order dated March 31, 1989, permitting the Application, as then amended, to
become effective.
<PAGE>
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 relied on the opinion of Ryan, Russell, Ogden & Seltzer LLP, which is
being filed as Exhibit F-2 to the Application.
Based upon 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
permitting the Application to become effective,
(a) GPU is validly organized and duly subsisting under
the laws of the Commonwealth of Pennsylvania;
(b) all State laws applicable to the proposed transactions
will have been complied with;
(c) the shares of GPU's Common Stock issued under the Plan
will be validly issued, fully paid and non-assessable and, upon the lapse of any
restrictions with respect to such shares imposed by the Plan, the holders of
such shares will be entitled to the rights and privileges appertaining thereto
as set forth in GPU's Articles of Incorporation, as amended; and
(d) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities issued by GPU or any
"associate company" thereof, as defined in the Act.
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
-2-
Exhibit F-2
July 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc.
Application on Form U-1
SEC File No. 70-7607
-----------------------------
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated June 16, 1999
to the Application on Form U-1, dated December 29, 1988, as amended, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by GPU, Inc.
("GPU"), with the Securities and Exchange Commission and docketed in SEC File
No. 70-7607, as amended by Post-Effective Amendment No. 2, dated this date, of
which this opinion is to be a part. (The Application, as so amended and as thus
to be amended, is hereinafter referred to as the "Application".) The Application
contemplates the extension of the authorization for GPU to issue additional
shares of common stock under its Restricted Stock Plan for Outside Directors
(the "Plan") under the Act to December 31, 2008.
We have been counsel in Pennsylvania to GPU and its Pennsylvania
subsidiaries for many years. In such capacity we have participated in various
proceedings relating to GPU and its Pennsylvania subsidiaries, and we are
familiar with the corporate records and the terms of the outstanding securities
of GPU and its Pennsylvania subsidiaries. We have reviewed and will review the
corporate proceedings taken and proposed to be taken in connection with the Plan
as described in the Application. We have also examined such corporate records,
documents and certificates as we have deemed necessary as a basis for this
opinion.
Based upon 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
<PAGE>
shall have entered an order forthwith permitting the Application to become
effective,
(a) GPU is validly organized and duly subsisting under the laws
of the Commonwealth of Pennsylvania;
(b) all Pennsylvania laws applicable to the proposed transactions
will have been complied with;
(c) the shares of GPU's Common Stock issued under the Plan will be
validly issued, fully paid and non-assessable and, upon the lapse of any
restrictions with respect to such shares imposed by the Plan, the holders of
such shares will be entitled to the rights and privileges appertaining thereto
as set forth in GPU's Articles of Incorporation, as amended; and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by GPU or its
Pennsylvania 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,
RYAN, RUSSELL, OGDEN & SELTZER LLP
2
<TABLE> <S> <C>
<ARTICLE>
OPUR1
<CIK> 0000040779
<NAME> GPU, INC.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1998 APR-01-1998
<PERIOD-END> MAR-31-1999 MAR-31-1999
<EXCHANGE-RATE> 1 1
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 3,621,710 <F1> 3,621,710
<F1>
<TOTAL-CURRENT-ASSETS> 488 488
<TOTAL-DEFERRED-CHARGES> 227 227
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 3,622,425 3,622,425
<COMMON> 331,958 331,958
<CAPITAL-SURPLUS-PAID-IN> 1,012,305 1,012,305
<RETAINED-EARNINGS> 2,389,093 <F2> 2,389,093
<F2>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,602,116 <F3> 3,602,116
<F3>
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 9,200 9,200
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 11,109 11,109
<TOT-CAPITALIZATION-AND-LIAB> 3,622,425 3,622,425
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 5,190 5,190
<TOTAL-OPERATING-EXPENSES> 5,190 5,190
<OPERATING-INCOME-LOSS> (5,190) (5,190)
<OTHER-INCOME-NET> 427,771 <F4> 427,771
<F4>
<INCOME-BEFORE-INTEREST-EXPEN> 422,581 422,581
<TOTAL-INTEREST-EXPENSE> 5,516 5,516
<NET-INCOME> 417,065 417,065
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 417,065 417,065
<COMMON-STOCK-DIVIDENDS> 263,561 263,561
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 9,834 9,834
<EPS-BASIC> 3.25 3.25
<EPS-DILUTED> 3.25 3.25
<FN>
<F1> INCLUDES INVESTMENT IN COMMON STOCK OF SUBSIDIARIES OF $3,615,270.
<F2> INCLUDES ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) OF
<F2> ($32,047).
<F3> INCLUDES REACQUIRED COMMON STOCK OF $131,240.
<F4> INCLUDES EQUITY IN EARNINGS OF SUBSIDIARIES OF $428,453.
</FN>
</TABLE>
EXHIBIT H
SEC File No. 70-7607
CAPITALIZATION AND CAPITALIZATION RATIOS
----------------------------------------
(IN THOUSANDS)
The actual and pro forma capitalization of GPU, Inc, and Subsidiary
Companies at March 31, 1999 is as follows:
Actual Pro Forma (3)
---------------- -----------------
Amount % Amount %
--------- ---- --------- -----
Long-term debt(1) $4 765 164 52.7 $4 765 164 52.7
Notes payable 232 378 2.6 232 378 2.6
Preferred stock (2) 126 741 1.4 126 741 1.4
Subsidiary-obligated
mandatorily redeemable
preferred securities 330 000 3.6 330 000 3.6
Common equity 3 602 116 39.7 3 602 116 39.7
--------- ----- --------- -----
$9 056 399 100.0 $9 056 399 100.0
========= ===== ========= =====
(1) Includes securities due within one year of $431,796.
(2) Includes securities due within one year of $2,500.
(3) The pro forma capitalization excludes approximately $1,034,119 of GPU's
proportionate share of non-recourse debt used to finance the acquisition of
exempt wholesale generators and foreign utility companies, as defined under
the Public Utility Holding Company Act of 1935, which debt is not
consolidated for financial reporting purposes. After giving effect to the
non-recourse debt, the pro forma percentages would be as follows: Long-term
debt 57.5%; Notes payable 2.3%; Preferred stock 1.2%; Subsidiary-obligated
mandatorily redeemable preferred securities 3.3%; and Common equity 35.7%.
