Post Effective Amendment No. 3 to
SEC File No. 70-8289
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU Generation Corporation ("GENCO")
1001 Broad Street
Johnstown, Pennsylvania 15907
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("MET-ED")
PENNSYLVANIA ELECTRIC COMPANY ("PENELEC")
2800 Pottsville Pike
Reading, Pennsylvania 19640
(Names of companies filing this statement and
addresses of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
(Name of top registered holding company parent of applicants)
T. G. Howson, Vice President S. L. Guibord, Secretary
and Treasurer Metropolitan Edison Company
M. A. Nalewako, Secretary Pennsylvania Electric Company
M. J. Connolly, Esq., Director P.O. Box 16001
of Legal Services Reading, Pennsylvania 19640
GPU Service Corporation
100 Interpace Parkway Douglas E. Davidson, Esq.
Parsippany, New Jersey 07054 Berlack, Israels & Liberman LLP
120 West 45th Street
S. L. Guibord, Secretary New York, New York 10036
Jersey Central Power & Light
Company
300 Madison Avenue
Morristown, New Jersey 07960
(Names and addresses of agents for service)<PAGE>
GENCO, JCP&L, Met-Ed and Penelec hereby post-effectively
amend their Application on Form U-1, docketed in SEC File No. 70-
8289, as heretofore amended, as follows:
1. By amending paragraph F of Post-Effective Amendment No.
1 thereof to read in its entirety as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions are
as follows:
Filing fees - Securities and Exchange
Commission $ 2,000
Legal fees:
Berlack, Israels & Liberman LLP 5,000
Miscellaneous 1,000
Total $ 8,000
2. By adding new paragraph P to Post-Effective Amendment
No. 1 thereof to read in its entirety as follows:
P. GPU submits that all of the criteria of Rules 53
and 54 under the Act with respect to the proposed transactions
are satisfied:
(i) The average consolidated retained earnings
for GPU and its subsidiaries, as reported for the four most
recent quarterly periods in GPU's Annual Report on Form 10-K for
the year ended December 31, 1995 and Quarterly Reports on Form
10-Q for the quarters ended June 30, 1995, September 30, 1995 and
March 31, 1996, as filed under the Securities Exchange Act of
1934, was approximately $1.99 billion. As of June 30, 1996, GPU
had invested, or committed to invest, directly or indirectly, an
aggregate of approximately $241 million in exempt wholesale
-1-<PAGE>
generators ("EWGs") and $673 million in foreign utility companies
("FUCOs"), which as of that date would permit GPU to make
additional such investments of approximately $113 million and
remain within the 50% ("safe harbor") limitation of Rule 53.
GPU's aggregate investment in EWGs and FUCOs, including amounts
invested pursuant to all outstanding or pending authorizations to
make investments in EWGs or FUCOs will not at any time exceed the
"safe harbor" limitation imposed by Rule 53 without prior
Commission authorization.
(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in which it
directly or indirectly holds an interest.
(A) For each United States EWG in which GPU
directly or indirectly holds an interest:
(1) the books and records for such EWG
will be kept in conformity with United States generally accepted
accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission access to such
books and records and financial statements as the Commission may
request.
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with GAAP;
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(2) the financial statements for such
subsidiary will be prepared in accordance with GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission access to such
books and records and financial statements, or copies thereof in
English, as the Commission may request.
(C) For each FUCO or foreign EWG in which
GPU owns 50% or less of the voting securities, GPU directly or
through its subsidiaries will proceed in good faith, to the
extent reasonable under the circumstances, to cause
(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of such
entity to be prepared in accordance with GAAP; and
(3) access by the Commission to such
books and records and financial statements (or copies thereof) in
English as the Commission may request and, in any event, will
provide the Commission on request copies of such materials as are
made available to GPU and its subsidiaries. If and to the extent
that such entity's books, records or financial statements are not
maintained in accordance with GAAP, GPU will, upon request of the
Commission, describe and quantify each material variation
therefrom as and to the extent required by subparagraphs (a) (2)
(iii) (A) and (a) (2) (iii) (B) of Rule 53.
(iii) No more than 2% of GPU's domestic public
utility subsidiary employees will render any services, directly
or indirectly, to any EWG or FUCO in which GPU directly or
indirectly holds an interest.
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(iv) Copies of this Application are being provided
to the New Jersey Board of Public Utilities, the Pennsylvania
Public Utility Commission and the New York Public Service
Commission, the only federal, state or local regulatory agencies
having jurisdiction over the retail rates of GPU's electric
utility subsidiaries. In addition, GPU will submit to each such
commission copies of any Rule 24 certificates required hereunder,
as well as a copy of Item 9 of GPU's Form U5S and Exhibits G and
H thereof (commencing with the Form U5S to be filed for the
calendar year in which the authorization herein requested is
granted).
(v) None of the provisions of paragraph (b) of
Rule 53 render paragraph (a) of that Rule unavailable for the
proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is
the subject of any pending bankruptcy or similar proceeding.
(B) GPU's average consolidated retained
earnings for the four most recent quarterly periods
(approximately $1.99 billion) represented an increase of
approximately $199 million (or approximately 11%) in the average
consolidated retained earnings for the previous four quarterly
periods (approximately $1.79 billion).
(C) GPU did not incur operating losses from
direct or indirect investments in EWGs and FUCOs in 1995 in
excess of 5% of GPU's consolidated retained earnings.
(vi) In accordance with Rule 54, the requirements
of Rule 53(a), (b) and (c) are fulfilled.
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3. By filing the following exhibits in Item 6(a) thereof:
F-1(a) Opinion of Berlack, Israels & Liberman LLP.
F-2(a) Opinion of Michael J. Connolly, Esq.
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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 UNDER-
SIGNED THEREUNTO DULY AUTHORIZED.
GPU GENERATION CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: ________________________________
T. G. Howson
Vice President and Treasurer
Date: July 24, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(a) Opinion of Berlack, Israels & Liberman LLP.
F-2(a) Opinion of Michael J. Connolly, Esq.<PAGE>
(Letterhead of Berlack, Israels & Liberman LLP)
Exhibit F-1(a)
July 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Generation Corporation
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Application on Form U-1
SEC File No. 70-8289
Dear Sirs:
We have examined Post-Effective Amendment No. 1, dated
April 17, 1996, to the Application on Form U-1, dated October 14,
1993, under the Public Utility Holding Company Act of 1935 (the
"Act"), filed by GPU Generation Corporation ("GENCO"), Jersey
Central Power & Light Company ("JCP&L"), Metropolitan Edison
Company ("Met-Ed") and Pennsylvania Electric Company ("Penelec";
together with JCP&L and Met-Ed, the "Operating Companies") with
the Securities and Exchange Commission (the "Commission") and
docketed by the Commission in SEC File No. 70-8289, as amended by
Post-Effective Amendment No. 2 thereto, dated May 17, 1996, and
as to be amended by Post-Effective Amendment No. 3 thereto, 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 now contemplates, among other things,
the entering into by GENCO of operation and maintenance
agreements with non-utility generating facilities with which an
Operating Company has entered into a power purchase agreement.
In addition to the matters set forth in our previous
opinion dated December 7, 1993 and filed as Exhibit F-1 to the
Application, we have examined copies, signed, certified or
otherwise proven to our satisfaction, of the articles of
incorporation and by-laws of GENCO and a copy of the Commission's
Order, dated December 15, 1993, granting the Application, as then
amended. In addition, we have examined such other instruments,
agreements and documents and made such other investigation as we
have deemed necessary as a basis for this opinion.<PAGE>
Securities and Exchange Commission
July 24, 1996
Page 2
For many years, we have participated in various
proceedings relating to the issuance and sale of securities by
General Public Utilities Corporation ("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 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 the laws of the State of New York and the Federal laws of
the United States. With respect to all matters of Pennsylvania
law, we have relied on the opinion of Michael J. Connolly, Esq.,
which is being filed as Exhibit F-2(a) to the Application.
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Application, we are of the opinion that when the Commission
shall have entered an order forthwith granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with; and
(b) 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
<PAGE>
(Letterhead of GPU Service Corporation)
Exhibit F-2(a)
July 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Generation Corporation
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Application on Form U-1
SEC File No. 70-8289
Dear Sirs:
I have examined Post-Effective Amendment No. 1, dated
April 17, 1996, to the Application on Form U-1, dated October 14,
1993, under the Public Utility Holding Company Act of 1935 (the
"Act"), filed by GPU Generation Corporation ("GENCO"), Jersey
Central Power & Light Company ("JCP&L"), Metropolitan Edison
Company ("Met-Ed") and Pennsylvania Electric Company ("Penelec";
together with JCP&L and Met-Ed, the "Operating Companies") with
the Securities and Exchange Commission (the "Commission") and
docketed by the Commission in SEC File No. 70-8289, as amended by
Post-Effective Amendment No. 2 thereto, dated May 17, 1996, and
as to be amended by Post-Effective Amendment No. 3 thereto, 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 now contemplates, among other things,
the entering into by GENCO of operation and maintenance
agreements with non-utility generating facilities with which an
Operating Company has entered into a power purchase agreement.
In connection with the post-effective Amendment No. 1
and No. 2, I have examined copies, signed, certified or otherwise
proven to our satisfaction, of the articles of incorporation and
by-laws of GENCO and a copy of the Commission's Order, dated
December 15, 1993, granting the Application, as then amended. In
addition, I have examined such other instruments, agreements and
documents and made such other investigation as I have deemed
necessary as a basis for this opinion.<PAGE>
Securities and Exchange Commission
July 24, 1996
Page 2
I am the Director of Legal Services and Assistant
General Counsel for GPU Service Corporation and I am familiar
with the terms of the outstanding securities of the corporations
comprising the GPU holding company system.
I am a member of the Bar of the Commonwealth of
Pennsylvania and do not express any opinion with respect to the
laws of any jurisdiction other than the laws of the Commonwealth
of Pennsylvania and the Federal laws of the United States.
Based upon the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with
the Application, I am of the opinion that when the Commission
shall have entered an order forthwith granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with; and
(b) 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.
I 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,
Michael J. Connolly
Director of Legal Services and
Assistant General Counsel<PAGE>
