Post-Effective Amendment No. 1
to SEC File No. 70-8403
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
1001 Broad Street
Johnstown, Pennsylvania 15907
(Name of company filing this statement and address
of principal executive office)
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
(Name of top registered holding company parent of applicant)
Don W. Myers, Vice President and Douglas E. Davidson, Esq.
Treasurer Berlack, Israels & Liberman
M. A. Nalewako, Secretary 120 West 45th Street
GPU Service Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
William C. Matthews, Esq., Robert C. Gerlach, Esq.
Secretary Ballard Spahr Andrews &
Pennsylvania Electric Company Ingersoll
1001 Broad Street 1735 Market Street
Johnstown, Pennsylvania 15907 Philadelphia, Pennsylvania 19103
(Names and addresses of agents for service)
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Penelec hereby post-effectively amends its Application on Form
U-1, as heretofore amended, docketed in SEC File No. 70-8403, as
follows:
1. By Order dated June 24, 1994 (HCAR No. 35-26071),
the Commission, among other things, authorized Penelec Capital,
L.P., a special purpose limited partnership subsidiary of Penelec
("Penelec Capital"), to issue and sell to the public through
negotiated transactions with one or more underwriters up to $125
million aggregate stated value of preferred limited partnership
interests, in the form of Monthly Income Preferred Securities, $25
per security stated value ("MIPS"), the proceeds of which, together
with the equity contribution in respect of Penelec Capital's
general partnership interest, are to be applied to the purchase of
Penelec's Subordinated Debentures.
2. On June 27, 1994, Penelec and Penelec Capital
entered into an underwriting agreement ("Underwriting Agreement")
with a group of underwriters ("Underwriters"), represented by
Goldman Sachs & Co., Dean Witter Reynolds Inc., A.G. Edwards &
Sons, Inc., Kidder, Peabody & Co. Incorporated, Morgan Stanley &
Co. Incorporated and Prudential Securities Incorporated, providing
for the issuance and sale of $105,000,000 stated value of MIPS.
Pursuant to the Underwriting Agreement, the several Underwriters
have agreed to purchase 4,200,000 MIPS, having a stated
distribution (or dividend) rate of 8 3/4%, at a price equal to the
stated value thereof, or an aggregate purchase price of
$105,000,000. The Underwriting Agreement further provides that
Penelec will pay the Underwriters a commission not in excess of
$.7875 per security (or aggregate commissions of $3,307,500), which
1
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represents 3.15% of the purchase price per security. However, such
commission will be $.50 per security sold to certain institutions,
thus reducing the aggregate compensation specified above.
3. Penelec respectfully requests that the Commission
issue a supplemental order authorizing the issuance and sale of the
4,200,000 MIPS to the Underwriters upon the terms and conditions
herein set forth at the earliest possible date.
2
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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.
PENNSYLVANIA ELECTRIC COMPANY
By:
Don W. Myers, Vice President and
Treasurer
Date: June 27, 1994
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