Amendment No. 2 to
SEC File No. 70-9329
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-l
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
METROPOLITAN EDISON COMPANY (Met-Ed)
2800 Pottsville Pike
Reading, Pennsylvania 19605
(Name of company filing this statement and address
of principal executive office)
GPU, INC. ("GPU")
(Name of top registered holding company parent of applicant)
Terrance G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Berlack, Israels & Liberman LLP
Mary A. Nalewako, Secretary 120 West 45th Street
Michael J. Connolly, New York, New York 10036
Assistant General Counsel
GPU Service, Inc.
300 Madison Avenue
Morristown, New Jersey 07962
Scott L. Guibord, Secretary W. Edwin Ogden, Esq.
Metropolitan Edison Company Ryan, Russell, Ogden &
2800 Pottsville Pike Seltzer LLP
Reading, Pennsylvania 19605 1100 Berkshire Boulevard
Reading, Pennsylvania 19610-1221
(Names and addresses of agents for service)
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Met-Ed hereby amends its Application on Form U-1,
docketed in SEC File No. 70-9329, as follows:
1. By amending Item 3 thereof to read in its entirety
as follows:
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
--------------------------------
A. The acquisition by Met-Ed of the common stock of Investment
Sub, and the acquisition by Investment Sub of the general partnership interests
of Met-Ed Capital II, L.P., are subject to Sections 9(a) and 10 of the Act.
B. Met-Ed believes that the issuance of its Subordinated
Debentures and its Guaranties to Met-Ed Capital II, L.P. will be exempt from the
declaration requirements of the Act by virtue of Rules 45(b)(1) and 52(b)
thereunder.
<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.
METROPOLITAN EDISON COMPANY
By: ______________________________
T. G. Howson,
Vice President and Treasurer
Dated: December 17, 1998
