SEC FILE NO. 70-8409
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF
TRANSACTIONS
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
GPU, INC.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
Jersey Central Power & Light Company )
Metropolitan Edison Company )
Pennsylvania Electric Company )
GPU, Inc. ) Certificate Pursuant
) to Rule 24 of
SEC File No. 70-8409 ) Completion of
) Transactions
(Public Utility Holding )
Company Act of 1935) )
)
)
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, Jersey Central Power & Light Company ("JCP&L"), Metropolitan
Edison Company ("Met-Ed"), Pennsylvania Electric Company ("Penelec"), and GPU,
Inc., ("GPU") (collectively, the "GPU Companies") hereby certify pursuant to
Rule 24 of the General Rules and Regulations under the Public Utility Holding
Company Act of 1935, as amended, that the transactions authorized by the
Commission's Orders, dated January 26, 1996 and July 22, 1997, have been carried
out in accordance with the terms and conditions of, and for the purposes
represented by, the Declaration, as amended and post-effectively amended, in SEC
File No. 70-8409, as follows:
1. On October 29, 1998, following a competitive auction process, the GPU
Companies entered into a series of agreements to sell substantially all of their
fossil and hydroelectric generating stations to Sithe Energies, Inc. ("Sithe").
Following receipt of all regulatory and other approvals, the GPU Companies
completed these sales to various subsidiaries of Sithe on November 24, 1999.
2. In addition, as part of the transactions, Sithe acquired certain other
associated assets and liabilities including employees, related contracts,
inventories, fuel and certain intellectual property, as well as all of the
outstanding common stock of GPU Generation, Inc. ("GENCO"), which has been
renamed Sithe Northeast Management Inc. Sithe Northeast Management Inc. also
assumed GENCO's Operating Agreements with respect to the Keystone and Conemaugh
generating stations.
3. As part of the Sithe transactions, the Generating Station Operating
Agreement between GENCO and the GPU Companies and the Service Agreement between
GENCO and GPU Service, Inc., both of which relate to the operation and
maintenance of non-nuclear generation facilities, were terminated.
<PAGE>
4. The Forked River, Yards Creek and York Haven stations were not sold to
Sithe. Accordingly, following the sale of GENCO to Sithe, operating and
maintenance responsibility for these units was re-assumed by their owners -
JCP&L in the case of the Forked River and Yards Creek stations and Met-Ed in the
case of the York Haven Station.
5. In connection with Penelec's sale of its 50% undivided ownership
interest in the Homer City Generating Station to Edison Mission Energy on March
18, 1999, the Operating Agreement with GENCO with respect to the Homer City
Station was terminated.
6. In connection with Penelec's sale of its 20% undivided ownership
interest in the Seneca Pumped Storage Hydroelectric Station to The Cleveland
Electric Illuminating Company on July 26, 1999, the Operating Agreement with
GENCO with respect to the Seneca Station was terminated.
7. The following exhibits are filed in Item 6:
F-1(b) "Past-tense" opinion of Berlack, Israels & Liberman LLP.
F-3(a) "Past-tense" opinion of Ryan, Russell, Ogden & Seltzer LLP.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS STATEMENT TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
GPU, INC.
/s/ T. G. Howson
-----------------------------
T.G. Howson
Vice President and Treasurer
Date: January 14, 2000
EXHIBITS TO BE FILED BY EDGAR
Exhibits
F-1(b) "Past-tense" opinion of Berlack, Israels
& Liberman LLP.
F-3(a) "Past-tense" opinion of Ryan, Russell,
Ogden & Seltzer LLP.
Exhibit F-1(b)
[Letterhead of Berlack, Israels & Liberman LLP]
January 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEC File No. 70-8409
--------------------
Ladies and Gentlemen:
We refer to our opinion, dated February 14, 1995, filed as Exhibit
F-1 to the Declaration on Form U-1, dated April 5, 1994, under the Public
Utility Holding Company Act of 1935 (the "Act"), filed by Jersey Central Power &
Light Company ("JCP&L"), Metropolitan Edison Company ("Met-Ed"), Pennsylvania
Electric Company ("Penelec"), and GPU, Inc., ("GPU") (collectively, the "GPU
Companies"), which has been docketed in SEC File No. 70-8409 and our opinion
dated November 26, 1996, filed as Exhibit F-1(a) to Post-Effective Amendment No.
2 to the Declaration dated November 22, 1996. (The Declaration, as so amended
and post-effectively amended, is hereinafter referred to as the "Declaration".)
The Declaration contemplated, among other things, the organization
by GPU of GPU Generation, Inc. ("GENCO") as a new, wholly-owned subsidiary
company, which would undertake responsibility, among other things, for the
operation, maintenance and rehabilitation of all non-nuclear generation
facilities owned and/or operated by the GPU Companies pursuant to an operating
agreement between GENCO and the GPU Companies. The Declaration further
contemplated that GENCO could also construct any new non-nuclear generation
facilities which the GPU Companies would require in the future. The Declaration
further contemplated that GPU would acquire for cash all of the 2,500 authorized
shares of GENCO's common stock, par value $20 per share, for a price of $20 per
share or an aggregate consideration of $50,000 and would also be authorized to
make open account advances to GENCO from time to time up to an amount
outstanding at any time of not more than $1 million. The Declaration further
contemplated, among other things, the performance by GENCO of services for
exempt wholesale generators and foreign utility companies, as defined in
sections 32 and 33 of the Act.
For many years, we have participated in various proceedings related
to the issuance and sale of securities by GPU and the GPU Companies, and we are
familiar with the terms of the outstanding securities of the corporations
comprising the GPU holding company system.
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Securities and Exchange Commission
January 14, 2000
Page 2
In addition to the matters set forth in our previous opinions dated
February 14, 1995 and November 22, 1996, we have examined a copy of the
Commission's Order, dated July 22, 1997, permitting the Declaration, as then
amended, to become effective. We have also examined a copy of the Certificate
Pursuant to Rule 24 of Completion of Transactions, dated this date, with which
this opinion is being filed as an exhibit, certifying as to the completion of
the transactions contemplated by the Declaration. We have also examined such
other instruments, agreements and other documents and made such further
investigation as we have deemed necessary as a basis for this opinion.
We are members of the Bars of the States of New York and New Jersey
and do not purport to be experts on the laws of any jurisdiction other than the
laws of the States of New York and New Jersey and the federal laws of the United
States. 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-3(a) to such Certificate
Pursuant to Rule 24.
Based upon the foregoing, we are of the opinion that,
(a) all State laws applicable to the proposed transactions have
been complied with; and
(b) the consummation of the transactions proposed in the
Declaration did 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
aforesaid Certificate Pursuant to Rule 24 and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
Exhibit F-3(a)
[Letterhead of Ryan, Russell, Ogden & Seltzer LLP]
January 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEC File No. 70-8409
--------------------
Ladies and Gentlemen:
We refer to our opinion dated February 14, 1995, filed as Exhibit
F-3 to the Declaration on form U-1 dated April 5, 1994 under the Public Utility
Holding Company Act of 1935 (the "Act"), filed by Jersey Central Power & Light
Company ("JCP&L"), Metropolitan Edison Company ("Met-Ed"), Pennsylvania Electric
Company ("Penelec"), and GPU, Inc., ("GPU") (collectively, the "GPU Companies"),
which has been docketed in SEC File No. 70-8409. (The Declaration, as so amended
and post-effectively amended, is hereinafter referred to as the "Declaration".)
The Declaration contemplated, among other things, the organization
by GPU of GPU Generation, Inc. ("GENCO") as a new, wholly-owned subsidiary
company, which would undertake responsibility, among other things, for the
operation, maintenance and rehabilitation of all non-nuclear generation
facilities owned and/or operated by the GPU Companies pursuant to an operating
agreement between GENCO and the GPU Companies. The Declaration further
contemplated that GENCO could also construct any new non-nuclear generation
facilities which the GPU Companies would require in the future. The Declaration
further contemplated that GPU would acquire for cash all of the 2,500 authorized
shares of GENCO's common stock, par value $20 per share, for a price of $20 per
share or an aggregate consideration of $50,000 and would also be authorized to
make open account advances to GENCO from time to time up to an amount
outstanding at any time of not more than $1 million. The Declaration further
contemplated, among other things, the performance by GENCO of services for
exempt wholesale generators and foreign utility companies, as defined in
sections 32 and 33 of the Act.
In addition to the matters recited in our aforesaid opinion, dated
February 14, 1995, we have examined signed copies of the Commission's Orders
dated January 26, 1996 and July 22, 1997, permitting the Declaration, as then
amended, to become effective.
<PAGE>
Securities and Exchange Commission
January 14, 2000
Page 2
In addition, we have examined a copy of the Certificate Pursuant to
Rule 24 of Completion of Transactions, dated this date, with which this opinion
is being filed as an exhibit, certifying as to the completion of the
transactions contemplated by the Declaration. We have also examined such other
instruments, agreements and other documents and made such further investigation
as we have deemed necessary as a basis for this opinion.
We have been Pennsylvania counsel to the GPU Companies for many
years. We are members of the Bar of the Commonwealth of Pennsylvania and do not
purport to be experts on the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion that,
(a) all Pennsylvania laws applicable to the proposed
transactions have been complied with;
(b) the consummation of the transactions proposed in the
Declaration did 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
aforesaid Certificate Pursuant to Rule 24 and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER LLP
