SEC FILE NO. 70-8843
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF TRANSACTIONS
GPU, INC.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------- X
:
In the Matter of :
: Certificate Pursuant to
GPU, Inc. : Rule 24 of Completion of
: Transactions
File No. 70-8843 :
:
(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 of the General Rules and Regulations under the Public Utility Holding
Company Act of 1935 (the "Act"), that the transactions proposed in the
Declaration, as amended, docketed in SEC File No. 70-8843, have been carried out
in accordance with the terms and conditions of, and for the purposes requested
in, said Declaration and pursuant to the Commission's Order, dated August 23,
1996 (HCAR No. 26559), with respect thereto, as follows:
1. On December 1, 2000, GPU entered into an Underwriting Agreement
(the "Underwriting Agreement") with Salomon Smith Barney Inc., ABN AMRO
Incorporated, Chase Securities Inc. and First Union Securities, Inc., (the
"Underwriters"), providing for the issuance and sale by GPU of 7.70% Debentures,
Series A due 2005 ("Debentures"), in an aggregate principal amount of
$300,000,000, to the Underwriters. The Underwriting Agreement provided for the
purchase by the Underwriters of the Debentures for a total price of $299,433,000
less an underwriting discount of an aggregate of $2,367,000. Such underwriting
discount represents 0.8% of the price per Debenture.
2. GPU applied the net proceeds from the sale of the Debentures to
repay short-term debt in the amount of $97,633,000, and to repay indebtedness
of its wholly-owned subsidiaries GPU Capital, Inc. (in the amount of
$100,000,000) and GPU Electric, Inc. (in the amount of $100,000,000).
<PAGE>
3. The following exhibits in Item 6 are filed herewith:
A-2 - Indenture dated as of December 1, 2000, between GPU,
Inc. and United States Trust Company of New York, as
Trustee.
B-3 - Underwriting Agreement dated December 1, 2000.
F-1(a) - "Past tense" opinion of Thelen Reid & Priest LLP.
F-2(a) - "Past tense" opinion of Ryan, Russell, Ogden & Selzter
LLP.
2
<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 18, 2000
3
