PENNSYLVANIA ELECTRIC CO
U-1/A, 1994-06-21
ELECTRIC SERVICES
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                                                  Amendment No. 5 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,  as

          heretofore amended, docketed in SEC File No. 70-8403, by amending

          paragraph C of Item 1 thereof to read in its entirety as follows:

               C.   Penelec will also guarantee (individually, a "Guaranty"

          and collectively,  the "Guaranties"), on  a limited basis  to the

          extent  set  forth in  the Payment  and Guarantee  Agreement, (i)

          payment  of  distributions on  the  MIPS  to  the extent  Penelec

          Capital has sufficient cash  on hand to permit such  payments and

          funds  legally  available therefor,  (ii)  payments  to the  MIPS

          holders of amounts due upon redemption of  the MIPS to the extent

          Penelec Capital  has  sufficient  cash  on hand  to  permit  such

          payments  and  funds legally  available  therefor,  (iii) upon  a

          liquidation  of Penelec Capital  other than in  connection with a

          distribution  of  Subordinated   Debentures  as  contemplated  by

          paragraph  F of  this Item 1,  payment of  the lesser  of (x) the

          liquidation  preference of the MIPS  or (y) the  amount of assets

          available for  distribution to  the MIPS holders  in liquidation,

          and  (iv) certain  additional  amounts  that  may be  payable  in

          respect of the MIPS.

















                                          1
<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:  June 21, 1994
<PAGE>



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