PENNSYLVANIA ELECTRIC CO
U-1/A, 1994-05-06
ELECTRIC SERVICES
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                                                  Amendment No. 2 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)
<PAGE>






               Penelec hereby amends its Application  on Form U-1, docketed

          in SEC File No. 70-8403, as follows:

               1.   By amending the first sentence of paragraph D of Item 1

          thereof to read in its entirety as follows:

                    A.   Each Note or Subordinated Debenture will have

               a term of up to 50 years.



               2.   By adding a new paragraph  L to Item 1 thereof  to read

          in its entirety as follows:



                         L.   Penelec  may  acquire  all  of  the

                    common stock of Investment Sub for  a nominal

                    consideration and  may capitalize  Investment

                    Sub  with  a demand  promissory  note in  the

                    principal amount of  up to  10% of the  total

                    capitalization of Penelec  Capital from  time

                    to time, or up to an initial principal amount

                    of  $13  million.    If  Penelec  Capital  is

                    organized   as    a   limited    partnership,

                    Investment Sub may  also acquire  up to a  3%

                    general  partnership   interest  in   Penelec

                    Capital.     The  amount   of  such   capital

                    contribution (up to  $4.0 million),  together

                    with the  gross proceeds received  by Penelec

                    Capital  from  the issuance  and sale  of the

                    MIPS (i.e., a maximum of $125 million), would

                    be applied  by  Penelec  Capital  to  acquire

                    Penelec's Subordinated Debentures.  The total

                                          1
<PAGE>






                    equity  contributions  by Penelec  to Penelec

                    Capital would not exceed $35 million.



                         In  addition,  Penelec  may   acquire  a

                    separate   class   of   limited   partnership

                    interest  in Penelec  Capital  for a  nominal

                    consideration to ensure that  Penelec Capital

                    will at all  times have a limited  partner as

                    required  by  the  Delaware  Revised  Uniform

                    Limited Partnership Act.





































                                          2
<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.

                                   PENNSYLVANIA ELECTRIC COMPANY



                                   By:
                                      Don W.  Myers, Vice  President
                                      and Treasurer


          Date:  May 6, 1994
<PAGE>



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