Amendment No. 2 to
SEC File No. 70-9327
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-l
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
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 Robert C. Gerlach, Esq.
Pennsylvania Electric Company Ballard Spahr Andrews &
2800 Pottsville Pike Ingersoll, LLP
Reading, Pennsylvania 19605 1735 Market Street - 51st Floor
Philadelphia, Pennsylvania
19103-7599
(Names and addresses of agents for service)
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Penelec hereby amends its Application on Form U-1, docketed in SEC
File No. 70-9327, as follows:
1. By amending Item 3 thereof to read in its entirety as follows:
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
--------------------------------
A. The acquisition by Penelec of the common stock of Investment Sub,
and the acquisition by Investment Sub of the general partnership interests of
Penelec Capital II, L.P., are subject to Sections 9(a) and 10 of the Act.
B. Penelec believes that the issuance of its Subordinated Debentures
and its Guaranties to Penelec 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.
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SIGNATURE
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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:
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T. G. Howson,
Vice President and Treasurer
Dated: December 17, 1998
