Amendment No. 3 to
SEC File No.70-9629
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.
(Name of top registered holding company parent of applicants)
T. G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Thelen Reid & Priest LLP
S. L. Guibord, Secretary 40 West 57th Street
GPU Service, Inc. New York, New York 10019
300 Madison Avenue
Morristown, New Jersey 07960
M. J. Connolly
Vice President - Law
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey 07960
(Names and addresses of agents for service)
<PAGE>
GPU hereby amends its Application on Form U-1, docketed in SEC File
No. 70-9629, as follows:
1. By amending Paragraph C of Item 1 thereof in its entirety as follows:
C. GPU and its subsidiaries(2) currently have an aggregate ownership interest in
UMI of approximately 36% and would, therefore, receive approximately 36% of
UMICO's voting shares upon UMI's demutualization. In order to more efficiently
manage and administer its workers compensation insurance programs, prior to
demutualization, the GPU subsidiaries (other than Prime and Onondaga) have
assigned their present interests in UMI to GPU. The assignment of the GPU
subsidiaries' rights to UMI interests was undertaken merely as a matter of
administrative convenience. The GPU Subsidiaries will continue to benefit from
the cost savings described in Paragraph D below, since the GPU Subsidiaries'
insurance policies will remain the same and each GPU Subsidiary will continue to
be an insured under the existing policies that it had entered into with UMI.
Accordingly, the assignment of the intersts in UMI will not have a negative
impact on the GPU Subsidiaries. In contemplation of the pending demutualization,
GPU and the other utility policy holders have entered into a subscription
agreement providing for their purchase of shares of UMICO in proportion to their
respective interests in UMI. Under the subscription agreement, GPU has agreed to
acquire approximately 36.52% of UMICO in exchange for its present interest in
UMI, subject, however, to the receipt of all necessary regulatory approvals,
including Commission authorization under the Act. Following the acquisition,
UMICO would, therefore, become a nonutility subsidiary of GPU.
[FN]
______________
(2) The GPU Subsidiaries are the following: GPU Advanced Resources,
Inc., Metropolitan Edison Company, Pennsylvania Electric Company, Jersey Central
Power & Light Company, GPU International, Inc., GPU Service, Inc., GPU Nuclear,
Inc., Prime Energy Limited Partnership ("Prime") and Onondaga Cogeneration
Limited Partnership ("Onondaga").
</FN>
<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 5, 2000
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