Post Effective Amendment No. 1 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 W. Edwin Ogden, Esq.
and Treasurer Ryan, Russell, Ogden & Seltzer
M. A. Nalewako, Secretary 1100 Berkshire Boulevard
M. J. Connolly, Esq., Director P.O. Box 6219
of Legal Services Reading, Pennsylvania 19610
GPU Service Corporation
100 Interpace Parkway Robert C. Gerlach, Esq.
Parsippany, New Jersey 07054 Ballard Spahr Andrews &
Ingersoll
1735 Market Street
R. S. Cohen, Secretary Philadelphia, Pennsylvania
Jersey Central Power & Light 19103
Company
300 Madison Avenue Douglas E. Davidson, Esq.
Morristown, New Jersey 07960 Berlack, Israels & Liberman LLP
120 West 45th Street
William C. Matthews, II, New York, New York 10036
Secretary
Metropolitan Edison Company
2800 Pottsville Pike
Reading, Pennsylvania 19640
(Names and addresses of agents for service)<PAGE>
A. By Order dated December 15, 1993 (HCAR No. 35-25948),
the Commission, among other things, authorized JCP&L, Met-Ed and
Penelec (collectively, the "Operating Companies") to enter into,
from time to time, operation and maintenance agreements ("O&M
Agreements") with non-utility generation facilities ("NUGs"), (i)
with which an Operating Company has entered into a power purchase
agreement, or (ii) which are otherwise located within the service
territory of one of the Operating Companies or that of an
adjacent utility. The fees and other terms and conditions of
each O&M Agreement were to be as negotiated between the Operating
Company and the NUG facility owner, and were expected to be
market-based. In the December 15, 1993 Order, the Commission
reserved jurisdiction pending completion of the record over the
performance by the Operating Companies of the operation and
maintenance services ("O&M Services") to be performed under the
O&M Agreements for NUGs located (i) in New Jersey, or (ii) within
the service territories of the Operating Companies or adjacent
service territories, but with which an Operating Company does not
have a power purchase agreement.
B. By Order dated January 26, 1996 (HCAR No. 35-26463) in
SEC File No. 70-8409, the Commission, among other things,
authorized GPU to organize and acquire all of the capital stock
of GENCO. In accordance with that Order, GENCO has been
organized to operate, maintain and rehabilitate the non-nuclear
generation facilities owned and/or operated by the Operating
Companies pursuant to service contracts and/or an operating
agreement. GENCO will also design, construct, start up and test
any new non-nuclear generation facilities that the Operating
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Companies may require in the future, and will be responsible for
budgeting, accounting, and other data collection, and for
customary generation support activities, such as procurement of
materials, supplies, outside services, fuel and fuel supplies as
requested.
C. Inasmuch as the operating and maintenance functions for
the non-nuclear generation facilities of the GPU System have now
been consolidated in GENCO as described above, the O&M Services
to be performed under the O&M Agreements contemplated in the
December 15, 1993 Order must now be performed by or through
GENCO. For example, various management and other non-bargaining
unit employees formerly employed by the Operating Companies who
are now employees of GENCO have expertise regarding the
performance of particular O&M Services contemplated by the
December 15, 1993 Order, such as pre-start-up service, operation
staff development and long-term operation, maintenance and
administration.
D. GENCO expects that O&M Services for NUGs would be
undertaken by available personnel and would involve the use of
only a limited amount of such resources. Thus, there will be no
diversion of GENCO personnel or resources that will adversely
affect any Operating Subsidiary's domestic customers or GPU's
shareholders.
E. GENCO will not enter into an O&M Agreement for a NUG
facility at market based prices where such facility has a power
purchase agreement with an Operating Company providing for
adjustment in the rate to be paid for energy or capacity sold
thereunder based directly upon the cost of O&M Services. GENCO
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will separately account for all revenues received and expenses
incurred (including allocable overheads) in providing O&M
Services.
F. The estimated fees, commissions and expenses to be
incurred in connection with the proposed transactions will be
supplied by further post-effective amendment.
G. It is believed that Sections 9(a) and 10 of the Act are
applicable to the transactions proposed herein.
H. It is requested that GENCO be authorized to report,
annually on or before May 1 of each year, in an Exhibit to the
Annual Report on U-5-S filed by GPU, information as to the net
profit for the previous year from NUGs for O&M Services
attributable to each O&M Agreement, the number of GENCO employees
performing O&M Services for NUGs on a regular basis during the
previous year, and the identity of each NUG with which an O&M
Agreement has been executed during the previous year. The
foregoing shall be in lieu of any certificates of completion or
partial completion otherwise required by Rule 24 under the Act.
I. No state or Federal commission other than your
Commission has jurisdiction with respect to any aspect of the
proposed transactions, except that agreements providing for the
operation of generating stations which are deemed to give control
and decisionmaking authority to the operator may be subject to
the jurisdiction of the Federal Energy Regulatory Commission
under the Federal Power Act.
J. It is requested that the Commission issue an order with
respect to the transactions proposed herein at the earliest
practicable date, but in any event not later than May 15, 1996.
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It is further requested that (i) there not be a recommended
decision by an Administrative Law Judge or other responsible
officer of the Commission, (ii) the Office of Public Utility
Regulation be permitted to assist in the preparation of the
Commission's decision, and (iii) there be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
K. The following additional exhibits and financial
statements are filed in Item 6 hereof:
(a) Exhibits:
A - None.
B-1 - Form of O&M Agreement -- incorporated by
reference to Exhibit B filed as part of
Amendment No. 1 in this docket.
C - None.
D - None.
E - None.
F-1 - Opinion of Berlack, Israels & Liberman
LLP -- to be filed by amendment.
F-2 - Opinion of Michael J. Connolly, Esq. --
to be filed by amendment.
G - Proposed form of public notice.
(b) Financial Statements:
1 - GENCO financial statements have been
omitted because the proposed
transactions will not have a material
effect thereon.
2 - GPU Consolidated Financial Statements
have been omitted because the proposed
transactions would not have a material
effect thereon.
3 - None.
4 - None.
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L. The proposed transactions are for the purpose of
carrying out GENCO's business activities. As such, the issuance
of an order by your Commission with respect to the proposed
transactions which are the subject hereof is not a major Federal
action significantly affecting the quality of the human
environment.
M. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions which are the subject hereof. Reference is made to
paragraph I hereof regarding regulatory approvals with respect to
the proposed transactions.
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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: April 17, 1996<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
G - Proposed form of public notice.<PAGE>
EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
GPU GENERATION CORPORATION, et al.
GPU GENERATION CORPORATION, 1001 Broad Street,
Johnstown, Pennsylvania 15907 ("GENCO"), a non-utility subsidiary
of General Public Utilities Corporation ("GPU"), and GPU's
electric utility subsidiaries, JERSEY CENTRAL POWER & LIGHT
COMPANY, 300 Madison Avenue, Morristown, New Jersey 07962
("JCP&L"), METROPOLITAN EDISON COMPANY, P.O. Box 16001, Reading,
Pennsylvania 19640 ("Met-Ed"), and PENNSYLVANIA ELECTRIC COMPANY,
P.O. Box 16001, Reading, Pennsylvania 19640 ("Penelec"; together
with JCP&L and Met-Ed, the "Operating Companies"), have filed a
post-effective amendment under Sections 9(a) and 10 of the Public
Utility Holding Company Act of 1935 (the "Act").
By Order dated December 15, 1993 (HCAR No. 35-25948),
the Commission, among other things, authorized the Operating
Companies to enter into, from time to time, operation and
maintenance agreements ("O&M Agreements") with non-utility
generation facilities ("NUGs"), (i) with which an Operating
Company has entered into a power purchase agreement, or (ii)
which are otherwise located within the service territory of one
of the Operating Companies or that of an adjacent utility. The
fees and other terms and conditions of each O&M Agreement were to
be as negotiated between the Operating Company and the NUG
facility owner, and were expected to be market-based. In the
-1-<PAGE>
December 15, 1993 Order, the Commission reserved jurisdiction
pending completion of the record over the performance by the
Operating Companies of the operation and maintenance services
("O&M Services") to be performed under the O&M Agreements for
NUGs located (i) in New Jersey, or (ii) within the service
territories of the Operating Companies or adjacent service
territories, but with which an Operating Company does not have a
power purchase agreement.
By Order dated January 26, 1996 (HCAR No. 35-26463) in
SEC File No. 70-8409, the Commission, among other things,
authorized GPU to organize and acquire all of the capital stock
of GENCO. In accordance with that Order, GENCO has been
organized to operate, maintain and rehabilitate the non-nuclear
generation facilities owned and/or operated by the Operating
Companies pursuant to service contracts and/or an operating
agreement. GENCO will also design, construct, start up and test
any new non-nuclear generation facilities that the Operating
Companies may require in the future, and will be responsible for
budgeting, accounting, and other data collection, and for
customary generation support activities, such as procurement of
materials, supplies, outside services, fuel and fuel supplies as
requested.
Inasmuch as the operating and maintenance functions for
the non-nuclear generation facilities of the GPU System have now
been consolidated in GENCO as described above, the O&M Services
to be performed under the O&M Agreements contemplated in the
December 15, 1993 Order must now be performed by or through
GENCO. For example, various management and other non-bargaining
-2-<PAGE>
unit employees formerly employed by the Operating Companies who
are now employees of GENCO have expertise regarding the
performance of particular O&M Services contemplated by the
December 15, 1993 Order, such as pre-start-up service, operation
staff development and long-term operation, maintenance and
administration.
GENCO expects that O&M Services for NUGs would be
undertaken by available personnel and would involve the use of
only a limited amount of such resources. Thus, there will be no
diversion of GENCO personnel or resources that will adversely
affect any Operating Subsidiary's domestic customers or GPU's
shareholders.
GENCO will not enter into an O&M Agreement for a NUG
facility at market based prices where such facility has a power
purchase agreement with an Operating Company providing for
adjustment in the rate to be paid for energy or capacity sold
thereunder based directly upon the cost of O&M Services. GENCO
will separately account for all revenues received and expenses
incurred (including allocable overheads) in providing O&M
Services.
The post-effective amendment and any amendments thereto
are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to
comment or request a hearing should submit their views in writing
by _________, 1996 to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
applicants at the addresses specified above. Proof of service
(by affidavit or, in case of an attorney at law, by certificate)
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should be filed with the request. Any request for a hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the post-effective
amendment, as amended or as it may be further amended, may be
granted.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
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