AMENDMENT NO. 2 TO
SEC File No. 70-8393
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GPU NUCLEAR CORPORATION ("GPUN")
One Upper Pond Road, Parsippany, N.J. 07054
(Name of company or companies filing this statement
and address of principal offices)
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
(Name of top registered holding company
parent of the applicant)
Don W. Myers, J. F. Wilson, Secretary
Vice President & Treasurer GPU Nuclear Corporation
M. A. Nalewako, Secretary One Upper Pond Road
General Public Utilities Corporation Parsippany, N.J. 07054
100 Interpace Parkway
Parsippany, N.J. 07054 M. J. Connolly, Esq.
GPU Service Corporation
100 Interpace Parkway
Parsippany, N.J. 07054
_________________________________________________________________
(Names and addresses of agents for service)<PAGE>
GPUN hereby amends its Application on Form U-1, as heretofore
amended, docketed to SEC File No. 70-8393 as follows:
1. By amending Item 2 in its entirety as follows:
"ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses to be paid or
incurred by GPUN in connection with this proposed transaction
are as follows:
SEC Filing Fees: $2,000.00
Legal Fees:
Ballard Spahr Andrews & Ingersoll: $ 750.00
Total: $2,750.00"
2. By amending Item 6 and filing the following exhibits hereunder:
(a) Exhibits
F-1 - Opinion of M. J. Connolly, Esq.
F-2 - Opinion of Ballard Spahr Andrews & Ingersoll
F-3 - Opinion of Richard S. Cohen, Esq.
2<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS
AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED.
GPU NUCLEAR CORPORATION
By:________________________________
Don W. Myers
Vice President and Treasurer
Date: August 22, 1994<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of M. J. Connolly, Esq.
F-2 - Opinion of Ballard Spahr Andrews & Ingersoll
F-3 - Opinion of Richard S. Cohen, Esq. <PAGE>
(On GPU Service Corporation Letterhead)
Exhibit F-1
August 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Nuclear Corporation
Application on Form U-1
SEC File No. 70-8393
Dear Sirs:
On behalf of GPU Nuclear Corporation ("GPUN"), I have
examined the Application on Form U-1, dated March 18, 1994, under
the Public Utility Holding Company Act of 1935 ("Act"), filed by
GPUN with the Securities and Exchange Commission (the "Commission")
and docketed by the Commission in SEC File No. 70-8393, and as
amended by Amendment No. 1, dated August 18, 1994 and as further
amended by Amendment No. 2 of which this opinion is to be a part.
The Application, as so amended, is hereinafter referred to as the
"Application".
As set forth in the Application, GPUN proposes to
provide to non-affiliated companies, businesses and individuals, in
the United States and, as opportunities present, internationally, a
broad and varied range of services ("Services") generally described
as Engineering Services, Training and Education Services,
Management, Technical and Consulting Services and licensing or
leasing to non-affiliates the use of intellectual and proprietary
property and the reserve capacity of laboratory and other support
facilities.
I am an attorney, licensed in the Commonwealth of
Pennsylvania. I am the Director of Legal Services for GPU Service
Corporation and I am familiar with the issuance of securities by
GPU, the parent of GPUN and the issuance of securities by the GPU
associate companies, including GPUN. I am familiar with the terms
of the outstanding securities of the corporations comprising the
GPU holding company system. I have examined copies, signed,
certified or otherwise proven to my satisfaction, of the articles
of incorporation and by-laws of GPUN. 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. With respect to all matters of Pennsylvania law, I have
relied upon the opinion of Ballard Spahr Andrews & Ingersoll filed
as exhibit F-2 to Amendment No. 2 of the Application and with
respect to all matters of New Jersey law, I have relied upon the
opinion of Richard S. Cohen, Esquire, filed as exhibit F-3 to
Amendment No. 2 of the Application. <PAGE>
Securities and Exchange Commission
August 22, 1994
Page 2
Based upon the foregoing, and assuming that (i) the
transactions proposed in the Application are carried out by GPUN in
accordance with the Application, (ii) GPUN carries out the
transactions in accordance with applicable federal, state and local
laws, including, but not limited to, its qualifying to do business
in such jurisdictions in which it undertakes such transactions, and
(iii) the Commission has entered an appropriate order granting the
Application in accordance with the provisions thereof, I am of the
opinion that:
(a) all State laws applicable to the proposed
transactions on the part of GPUN will have
been complied with; and
(b) the consummation of the transactions
proposed by GPUN in the Application will
not violate the legal rights of the holders
of any securities issued by GPUN or any
associate company thereof.
I hereby consent to the filing of this opinion as an
exhibit to Amendment No. 2 of the Application and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
Michael J. Connolly, Esq.<PAGE>
(On Ballard Spahr Andrews & Ingersoll Letterhead)
Exhibit F-2
August 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Nuclear Corporation
Application on Form U-1
SEC File No. 70-8393
Dear Sirs:
On behalf of GPU Nuclear Corporation ("GPUN"), we have
examined the Application on Form U-1, dated March 18, 1994, under
the Public Utility Holding Company Act of 1935 ("Act"), filed by
GPUN with the Securities and Exchange Commission (the "Commission")
and docketed by the Commission in SEC File No. 70-8393, and as
amended by Amendment No. 1, dated August 18, 1994 and Amendment
No. 2 of which this opinion is to be a part. The Application, as
so amended, is hereinafter referred to as the "Application".
As set forth in the Application, GPUN proposes to
provide to non-affiliated companies, businesses and individuals, in
the United States and, as opportunities present, internationally, a
broad and varied range of services ("Services") generally described
as Engineering Services, Training and Education Services,
Management, Technical and Consulting Services and licensing or
leasing to non-affiliates the use of intellectual and proprietary
property and the reserve capacity of laboratory and other support
facilities.
We have acted as Pennsylvania counsel for GPUN for many
years and we have examined copies, signed, certified or otherwise
proven to our satisfaction, of the articles of incorporation and
by-laws and the Application of GPUN. 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.
Based upon the foregoing, and assuming that (i) the
transactions proposed in the Application are carried out in
accordance with the Application, (ii) GPUN carries out the
transactions in accordance with state and local laws applicable to
such transactions, and (iii) the Commission has entered an
appropriate order granting the Application in accordance with the
provisions thereof, we are of the opinion, insofar as the laws of
Pennsylvania are concerned, that:<PAGE>
Securities and Exchange Commission
August 22, 1994
Page 2
(a) all State laws applicable to the proposed
transactions on the part of GPUN will have
been complied with; and
(b) the consummation of the transactions
proposed by GPUN in the Application will
not violate the legal rights of the holders
of any securities issued by GPUN or any
associate company thereof.
We hereby consent to the filing of this opinion as an
exhibit to Amendment No. 2 of the Application and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
Ballard Spahr Andrews & Ingersoll<PAGE>
(On Jersey Central Power & Light Company Letterhead)
Exhibit F-3
August 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU Nuclear Corporation
Application on Form U-1
SEC File No. 70-8393
Dear Sirs:
On behalf of GPU Nuclear Corporation ("GPUN"), I have
examined the Application on Form U-1, dated March 18, 1994, under
the Public Utility Holding Company Act of 1935 ("Act"), filed by
GPUN with the Securities and Exchange Commission (the
"Commission") and docketed by the Commission in SEC File No.
70-8393, and as amended by Amendment No. 1, dated August 18, 1994
and as further amended by Amendment No. 2 of which this opinion
is to be a part. The Application, as so amended, is hereinafter
referred to as the "Application".
As set forth in the Application, GPUN proposes to
provide to non-affiliated companies, businesses and individuals,
in the United States and, as opportunities present,
internationally, a broad and varied range of services
("Services") generally described as Engineering Services,
Training and Education Services, Management, Technical and
Consulting Services and licensing or leasing to non-affiliates
the use of intellectual and proprietary property and the reserve
capacity of laboratory and other support facilities.
I am the Corporate Counsel of Jersey Central Power
& Light Company, a wholly owned subsidiary of General Public
Utilities Corporation and an affiliate company of GPUN. I have
acted as New Jersey counsel for GPUN and I have examined copies,
signed, certified or otherwise proven to my satisfaction, of the
certificate of incorporation and by-laws, each as amended, and
the Application of GPUN. 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
August 22, 1994
Page 2
Based upon the foregoing, and assuming that (i) the
transactions proposed in the Application are carried out by GPUN
in accordance with the Application, (ii) GPUN carries out the
transactions in accordance with applicable federal, state and
local laws, including, but not limited to, its qualifying to do
business in such jurisdictions in which it undertakes such
transactions, and (iii) the Commission has entered an appropriate
order granting the Application in accordance with the provisions
thereof, I am of the opinion, insofar as the laws of New Jersey
are concerned, that:
(a) all State laws applicable to the proposed
transactions on the part of GPUN will
have been complied with; and
(b) the consummation of the transactions
proposed by GPUN in the Application will
not violate the legal rights of the
holders of any securities issued by GPUN
or any associate company thereof.
I hereby consent to the filing of this opinion as an
exhibit to Amendment No. 2 of the Application and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
Richard S. Cohen, Esq.<PAGE>
