SEC RULE NO. 70-8223
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF
TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION
GPU SERVICE CORPORATION<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of :
:
General Public Utilities Corporation : Certificate
GPU Service Corporation : Pursuant
: Rule 24 of
File No. 70-8223 : Completion of
: Transactions
(Public Utility Holding :
Company Act of 1935) :
To the Members of the Securities and Exchange Commission:
The undersigned, General Public Utilities Corporation
("GPU") and GPU Service Corporation ("Service Company"), hereby
certify pursuant to Rule 24 of the General Rules and Regulations
under the Public Utility Holding Company Act of 1935 that the
transactions proposed in the Declaration, as amended, filed in
SEC File No. 70-8223 have been carried out in accordance with the
terms and conditions of, and for the purposes represented by,
said Declaration, as amended, and the Commission's Order, dated
September 29, 1993, with respect thereto, as follows:
1. As reported in a Certificate Pursuant to Rule 24
of Partial Completion of Transactions, dated October 8, 1993, on
September 30, 1993, Service Company and GPU entered into a Term
Loan, Revolving Credit and Guaranty Agreement, made as of
September 30, 1993 (the "Agreement") with First Fidelity Bank,
National Association, New Jersey (now First Union National Bank)
(the "Bank") and Service Company issued to the Bank a promissory
note evidencing Service Company's borrowing of $11,500,000 from<PAGE>
the Bank under the Agreement. Service Company made no other
borrowings under the Agreement.
2. As reported in a Form U-6B-2, dated April 5, 1996,
filed by Service Company, and a Certificate Pursuant to Rule 24
of Partial Completion of Transactions, dated April 5, 1996, filed
by GPU in SEC File No. 70-8793 concerning GPU's related Guaranty,
on March 27, 1996, Service Company entered into a Credit
Agreement, dated as of March 27, 1996 (the "Credit Agreement"),
with The First National Bank of Chicago, individually and as
Agent ("FNBC"), and, on April 1, 1996, FNBC loaned $35,000,000 to
Service Company under the Credit Agreement.
3. On April 1, 1996, Service Company applied a
portion of the proceeds of such borrowing under the Credit
Agreement to repay the outstanding $11,500,000 principal amount,
together with accrued interest, on Service Company's promissory
note dated September 30, 1993 issued to the Bank under the
Agreement. Accordingly, the Agreement has been terminated.
4. The following exhibits are filed herewith in
Item 6:
F-1(a) - "Past-tense" opinion of Berlack,
Israels & Liberman LLP.
F-2(a) - "Past-tense" opinion of Ballard
Spahr Andrews & Ingersoll.<PAGE>
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.
GENERAL PUBLIC UTILITIES CORPORATION
GPU SERVICE CORPORATION
By: /s/ T. G. Howson
T. G. Howson
Vice President and Treasurer
Date: April 10, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibit:
F-1(a) - "Past-tense" opinion of Berlack, Israels &
Liberman LLP
F-2(a) - "Past-tense" opinion of Ballard Spahr Andrews
& Ingersoll<PAGE>
Exhibit F-1(a)
April 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation -
GPU Service Corporation
Declaration on Form U-1
SEC File No. 70-8223
Gentlemen:
We refer to our opinion, dated September 30, 1993,
filed as Exhibit F-1 to Amendment No. 1, dated the same date, to
the Declaration on Form U-1, dated July 13, 1993, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by
General Public Utilities Corporation ("GPU") and GPU Service
Corporation ("Service Company") with the Securities and Exchange
C o mmission and docketed in SEC File No. 70-8223. (The
Declaration, as thus amended and as further amended by Amendment
No. 2 thereto, is hereinafter referred to as the "Declaration".)
The Declaration contemplated the borrowing by Service
Company from First Fidelity Bank, National Association, New
Jersey (now First Union National Bank) (the "Bank") of up to an
aggregate of $16,500,000 from time to time through September 30,
1998 pursuant to a Term Loan, Revolving Credit and Guaranty
Agreement ("Agreement") and the issuance by Service Company to
the Bank of Service Company's unsecured term loan and revolving
credit promissory notes thereunder (the "Notes"). The Notes
related to the term loan facility under the Agreement would
mature not later than five years from the closing of such term
loan and the Notes related to the revolving credit facility would
mature not later than two years from such date, subject to
extension provided under the Agreement. The Notes would bear
interest at varying rates selected by Service Company as provided
i n the Agreement and would be prepayable under certain
conditions. The Declaration further contemplated that GPU would
unconditionally guarantee Service Company's payment of principal
of and interest on the Notes and other obligations to the Bank
under the Agreement.<PAGE>
Securities and Exchange Commission
April 10, 1996
Page 2
For many years, we have participated in various
proceedings related to the issuance and sale of securities by
GPU, a Pennsylvania corporation, the parent of Service Company,
which is also a Pennsylvania corporation. We have also
participated for many years in various proceedings relating to
t h e issuance of securities by GPU's associate companies,
including Service Company, and we are familiar with the terms of
the outstanding securities of the corporations comprising the
General Public Utilities holding company system.
In addition to the examination recited in the aforesaid
opinion, we have examined a signed copy of your Commission's
Order, dated September 29, 1993, forthwith permitting the
Declaration, as then amended, to become effective. We have also
examined a copy of the Certificate Pursuant to Rule 24 of Partial
Completion of Transactions, dated October 8, 1993, and the
Certificate Pursuant to Rule 24 of Completion of Transactions,
dated this date, filed by GPU and Service Company under the Act,
with which latter Certificate this opinion is being filed,
certifying to the completion of the transactions proposed in the
Declaration.
We are members of the bar of the State of New York, and
do not purport to be expert in the laws of any jurisdiction other
than such State and the Federal laws of the United States. With
respect to all matters of Pennsylvania law, we have relied upon
the opinion of Ballard Spahr Andrews & Ingersoll which is being
filed as Exhibit F-2(a) to the aforesaid Rule 24 Certificate.
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 proposed transactions
did not violate the legal rights of the holders of any
securities issued by GPU or Service Company or any
company which is an "associate company" of GPU or
Service Company, as defined in the Act.
We hereby consent to the filing of this opinion as an
exhibit to the aforesaid Rule 24 Certificate and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
<PAGE>
Exhibit F-2(a)
April 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation -
GPU Service Corporation
Declaration on Form U-1
SEC File No. 70-8223
Gentlemen:
We refer to our opinion, dated September 20, 1993,
filed as Exhibit F-2 to Amendment No. 1, dated the same date, to
the Declaration on Form U-1, dated July 13, 1993, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by
General Public Utilities Corporation ("GPU") and GPU Service
Corporation ("Service Company") with the Securities and Exchange
C o mmission and docketed in SEC File No. 70-8223. (The
Declaration, as thus amended and as further amended by Amendment
No. 2 thereto, is hereinafter referred to as the "Declaration".)
The Declaration contemplated the borrowing by Service
Company from First Fidelity Bank, National Association, New
Jersey (now First Union National Bank) (the "Bank") of up to an
aggregate of $16,500,000 from time to time through September 30,
1998 pursuant to a Term Loan, Revolving Credit and Guaranty
Agreement ("Agreement") and the issuance by Service Company to
the Bank of Service Company's unsecured term loan and revolving
credit promissory notes thereunder (the "Notes"). The Notes
related to the term loan facility under the Agreement would
mature not later than five years from the closing of such term
loan and the Notes related to the revolving credit facility would
mature not later than two years from such date, subject to
extension provided under the Agreement. The Notes would bear
interest at varying rates selected by Service Company as provided
i n the Agreement and would be prepayable under certain
conditions. The Declaration further contemplated that GPU would
unconditionally guarantee Service Company's payment of principal
of and interest on the Notes and other obligations to the Bank
under the Agreement.<PAGE>
Securities and Exchange Commission
April 10, 1996
Page 2
For many years, we have been Pennsylvania counsel to
GPU, a Pennsylvania corporation, and the Service Company, which
is also a Pennsylvania corporation and a wholly owned subsidiary
of GPU.
In addition to the examination recited in the aforesaid
opinion, we have examined a signed copy of your Commission's
Order, dated September 29, 1993, forthwith permitting the
Declaration, as then amended, to become effective. We have also
examined a copy of the Certificate Pursuant to Rule 24 of Partial
Completion of Transactions, dated October 8, 1993, and the
Certificate Pursuant to Rule 24 of Completion of Transactions,
dated this date, filed by GPU and Service Company under the Act,
with which latter Certificate this opinion is being filed,
certifying to the completion of the transactions proposed in the
Declaration.
Based upon the foregoing, we are of the opinion that:
(a) all Pennsylvania laws applicable to the proposed
transactions have been complied with; and
(b) the issuance of the Notes by Service Company and
the guaranty thereof by GPU did not violate the legal rights
of the holders of any securities issued by GPU, Service
C o mpany, Pennsylvania Electric Company, Ninevah Water
C o mpany, Penelec Preferred Capital, Inc. and Penelec
Capital, L.P.
We hereby consent to the filing of this opinion as an
exhibit to the aforesaid Rule 24 Certificate and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
Ballard Spahr Andrews & Ingersoll<PAGE>
