Amendment No. 3 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 address
of principal executive office)
GPU, INC.
(Name of top registered holding company parent of applicant)
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)
<PAGE>
GPU hereby amends its Application on Form U-1, docketed in SEC File No.
70-9565, as heretofore amended, as follows:
By filing the following exhibits in Item 6 thereof:
(a) Exhibits:
A - EnerTech Capital Partners L.P. Limited
Partnership Agreement, as amended --- filed
separately pursuant to request for confidential
treatment under Rule 104(b).
F-1 - Opinion of Berlack, Israels & Liberman LLP.
F-2 - Opinion of Ryan, Russell,
Ogden & Seltzer LLP.
<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: January 24, 2000
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman LLP.
F-2 - Opinion of Ryan, Russell,
Ogden & Seltzer LLP.
Exhibit F-1
[Letterhead of Berlack, Israels & Liberman LLP]
January 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEC File No. 70-9565
--------------------
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated October 25,
1999, under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission
and docketed in SEC File No. 70-9565, as amended by Amendment No. 1 thereto,
dated December 15, 1999, Amendment No. 2 thereto, dated December 28, 1999, and
Amendment No. 3, 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, among other things, that GPU would
organize a new, wholly-owned subsidiary company ("Newco") to acquire from time
to time limited partner interests in EnerTech Capital Partners II, L.P.,
("EnerTech Partnership") a Delaware limited partnership formed pursuant to an
Agreement of Limited Partnership, as amended ("Partnership Agreement") to invest
in companies engaged in activities primarily related to the electric and natural
gas utilities and their convergence into the broader energy, communications and
other utility-like service industries. The interests proposed to be acquired by
GPU in the EnerTech Partnership will in the aggregate not exceed $5 million.
We have been counsel to GPU and to its subsidiaries for many years.
In such capacity, we have participated in various proceedings relating to 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 have examined copies, signed, certified or otherwise proven to
our satisfaction of the charter documents and by-laws of GPU. We have also
examined such other documents, instruments and agreements, including the
Partnership Agreement, and have made such further investigation as we have
deemed necessary as a basis for this opinion.
<PAGE>
We are members of the Bar of the State of New York and do not
purport to be experts on the laws of any jurisdiction other than the laws of the
State of New York and the federal laws of the United States. We have, however,
reviewed the General Corporation Law of the State of Delaware to the extent
required to express the opinions set forth herein. As to all matters herein
which are governed by the laws of the Commonwealth of Pennsylvania, we have
relied upon the opinion of Ryan, Russell, Ogden & Seltzer LLP which is being
filed as Exhibit F-2 to the Application.
Based upon the foregoing, we are of the opinion that,
(a) all State laws applicable to the proposed transactions
have been complied with (except that we express no view with
respect to any state "blue sky" or securities laws that will have
been complied with);
(b) GPU is validly organized and duly subsisting in
the Commonwealth of Pennsylvania;
(c) Newco will legally acquire limited partner
interests in the EnerTech Partnership; and
(d) the consummation of the transactions proposed in the
Application 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
Exhibit F-2
[Letterhead of Ryan, Russell, Ogden & Seltzer LLP]
January 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEC File No. 70-9565
---------------------
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated October 25,
1999, under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission
and docketed in SEC File No. 70-9565, as amended by Amendment No. 1 thereto,
dated December 15, 1999, Amendment No. 2 thereto, dated December 28, 1999, and
Amendment No. 3, 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, among other things, that GPU would
organize a new, wholly-owned subsidiary company ("Newco") to acquire from time
to time limited partner interests in EnerTech Capital Partners II, L.P.,
("EnerTech Partnership") a Delaware limited partnership formed pursuant to an
Agreement of Limited Partnership, as amended ("Partnership Agreement") to invest
in companies engaged in activities primarily related to the electric and natural
gas utilities and their convergence into the broader energy, communications and
other utility-like service industries. The interests proposed to be acquired by
GPU in the EnerTech Partnership will in the aggregate not exceed $5 million.
We have been Pennsylvania counsel to GPU and to its Pennsylvania
subsidiaries for many years. In such capacity, we have participated in various
proceedings relating to GPU and its Pennsylvania subsidiaries.
We have examined copies, signed, certified or otherwise proven to
our satisfaction of the charter documents and by-laws of GPU. We have also
examined such other documents, instruments and agreements, including the
Partnership Agreement, and have made such further investigation as we have
deemed necessary as a basis for this opinion.
<PAGE>
Securities and Exchange Commission
January 24, 2000
Page 2
We are members of the Bar of the Commonwealth of Pennsylvania and do
not purport to be expert in the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion, insofar as
matters of Pennsylvania law are concerned, that,
(a) all Pennsylvania laws applicable to the proposed
transactions have been complied with (except that we express no view
with respect to any state "blue sky" or securities laws that will
have been complied with); and
(b) GPU is validly organized and duly subsisting in
the Commonwealth of Pennsylvania.
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
