GPU INC /PA/
POS AMC, 2000-12-11
ELECTRIC SERVICES
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                                             Post-Effective Amendment No. 4 to
                                                         SEC File No.  70-7670



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM U-1

                                   DECLARATION

                                      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 address
                         of principal executive offices)

                                    GPU, Inc.

          (Name of top registered holding company parent of Declarant)





T. G. Howson,                       Douglas E.  Davidson, Esq.
Vice President and Treasurer        Thelen Reid & Priest LLP
M. J. Connolly,                     40 West 57th Street
Vice President - Law                New York, New York 10019
S. L. Guibord, Secretary
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey 07960

                       W. Edwin Ogden, Esq.
                       Ryan, Russell, Ogden & Seltzer LLP
                       1100 Berkshire Boulevard, Suite 301
                       Reading, Pennsylvania 19610-1221

                   (Names and addresses of agents for service)





<PAGE>


      GPU hereby  post-effectively  amends its declaration on Form U-1, docketed
in SEC File No. 70-7670, as heretofore amended, as follows:

      A.    By amending the fifth  paragraph from the end of Section G in Item
1 of  Post-Effective  Amendment  No.  3 in SEC  file  No.  70-7670  to read as
follows:

      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 42.5% common equity and 50.8% debt. As
stated in the application that formed the basis for the November 5 Order,  GPU's
June 30,  1997  pro  forma  capitalization,  reflecting  the  November  6,  1997
acquisition of PowerNet Victoria, was 33.5% equity and 60.7% debt.

      B.    Item 2 is hereby amended to read in its entirety as follows:

      Item 2.  Fees, Commissions and Expenses
               ------------------------------

            The estimated fees,  commissions and expenses  Applicants  expect to
incur in connection with the proposed transactions are as follows:

            Legal Fees
                  Thelen Reid & Priest LLP                        $5,000
                  Ryan, Russell, Ogden & Seltzer LLP                 500
            Miscellaneous                                            500
                                                                  -------
            Total                                                 $6,000

      C.    The following exhibits are filed in Item 6.

            (a)   Exhibits:


                     F-1(a) -  Opinion of Thelen Reid & Priest LLP

                     F-2(a) -  Opinion of Ryan, Russell, Ogden & Seltzer LLP







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<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:  December 11, 2000



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