SEC FILE NO. 70-9457
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF
TRANSACTIONS
PENNSYLVANIA ELECTRIC COMPANY
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
Pennsylvania Electric Company ) Certificate Pursuant
SEC File No. 70-9457 ) to Rule 24 of
) Completion of
(Public Utility Holding ) Transactions
Company Act of 1935) )
)
)
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, Pennsylvania Electric Company ("Penelec"), hereby
certifies pursuant to Rule 24 of the General Rules and Regulations under the
Public Utility Holding Company Act of 1935, as amended, that the transactions
authorized by the Commission's Order, dated July 9, 1999, have been carried out
in accordance with the terms and conditions of, and for the purposes represented
by, the Application, as amended and post-effectively amended, in SEC File No.
70-9457, as follows:
1. On July 26, 1999, Penelec consummated the sale of its 20% undivided
ownership interest in the Seneca Pumped Storage Hydroelectric Station to The
Cleveland Electric Illuminating Company ("CEI") pursuant to the Purchase and
Sale Agreement, dated as of October 30, 1998, between Penelec and FE Acquisition
Corp. ("FE"), which was subsequently assigned by FE to CEI pursuant to the
certain Letter Agreement, dated as of April 12, 1999.
2. Penelec has temporarily invested the net proceeds received from the
sale ($43,241,519), pending application of the funds to reduce debt, pay
dividends and/or fund or offset stranded cost liabilities in accordance with the
restructuring order issued by the Pennsylvania Public Utility Commission.
3. The following exhibits are filed in Item 6:
F-1 "Past-tense" opinion of Berlack, Israels & Liberman LLP.
F-2 "Past-tense" opinion of Ryan Russell Ogden & Seltzer LLP.
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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
/s/ T. G. Howson
----------------------------
T.G. Howson
Vice President and Treasurer
Date: August 3, 1999
2
EXHIBITS TO BE FILED BY EDGAR
Exhibits
F-1 "Past-tense" opinion of Berlack, Israels & Liberman LLP.
F-2 "Past-tense" opinion of Ryan Russell Ogden & Seltzer LLP.
Exhibit F-1(a)
August 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pennsylvania Electric Company
SEC File No. 70-9457
Ladies and Gentlemen:
We refer to our opinion, dated July 2, 1999, filed as Exhibit F-1 to
Amendment No. 4 to the Application on Form U-1, dated July 2, 1999, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by Pennsylvania
Electric Company ("Penelec"), a subsidiary of GPU, Inc. ("GPU"), which has been
docketed in SEC File No. 70-9457. (The Application, as so amended and
post-effectively amended, is hereinafter referred to as the "Application".)
The Application contemplated, among other things, the sale by
Penelec of its 20% undivided ownership interest in the Seneca Pumped Storage
Generating Station ("Seneca"), a 435 MW pumped storage hydroelectric generating
facility located near Warren, Pennsylvania, to The Cleveland Electric
Illuminating Company which owns the remaining 80% of Seneca.
In addition to the matters recited in our aforesaid opinion, dated
July 2, 1999, we have examined signed copies of the Commission's Order dated
July 9, 1999, permitting the Application, as then amended, to become effective
forthwith. We also attended the closing on July 26, 1999 of the transactions
contemplated by the Application and examined the various instruments, agreements
and other documents executed and delivered at the closing.
In addition, we have examined a copy of the Certificate Pursuant to
Rule 24 of Completion of Transactions, dated this date, with which this opinion
is being filed as an exhibit, certifying as to the completion of the
transactions contemplated by the Application. We have also examined such other
instruments, agreements and other documents and made such further investigation
as we have deemed necessary as a basis for this opinion.
We have been counsel to GPU and its subsidiaries for many years.
In such capacity we have participated in various
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proceedings relating to the issuance of securities by GPU and its subsidiaries,
and we are familiar with the terms of the outstanding securities of the
corporations comprising the GPU holding company system.
We are members of the Bar of the State of New York and do not
purport to be experts on the laws of any jurisdiction other than the laws of the
State of New York and the federal laws of the United States. The opinions
expressed herein are limited to matters governed by the laws of the State of New
York and the federal laws of the United States. As to all matters which are
governed by the laws of the Commonwealth of Pennsylvania, we have relied upon
the opinion of Ryan Russell Ogden & Seltzer LLP which is being filed as Exhibit
F-2(a) to such Rule 24 Certificate.
Based upon the foregoing, we are of the opinion that,
(a) all State laws applicable to the proposed
transactions have been complied with; and
(b) the consummation of the transactions proposed in the
Application did not violate the legal rights of the holders of any
securities issued by Penelec or any "associate company" thereof, as
defined in the Act.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid Certificate Pursuant to Rule 24 and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
Exhibit F-2(a)
August 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pennsylvania Electric Company
SEC File No. 70-9457
Ladies and Gentlemen:
We refer to our opinion, dated July 2, 1999, filed as Exhibit F-2 to
Amendment No. 4 to the Application on Form U-1, dated July 2, 1999, under the
Public Utility Holding Company Act of 1935 (the "Act"), filed by Pennsylvania
Electric Company ("Penelec"), a subsidiary of GPU, Inc. ("GPU"), which has been
docketed in SEC File No. 70-9457. (The Application, as so amended and
post-effectively amended, is hereinafter referred to as the "Application".)
The Application contemplated, among other things, the sale by
Penelec of its 20% undivided ownership interest in the Seneca Pumped Storage
Generating Station ("Seneca"), a 435 MW pumped storage hydroelectric generating
facility located near Warren, Pennsylvania, to The Cleveland Electric
Illuminating Company which owns the remaining 80% of Seneca.
In addition to the matters recited in our aforesaid opinion, dated
July 2, 1999, we have examined signed copies of the Commission's Order dated
July 9, 1999, permitting the Application, as then amended, to become effective
forthwith. We also attended the closing on July 26, 1999 of the transactions
contemplated by the Application and examined the various instruments, agreements
and other documents executed and delivered at the closing.
In addition, we have examined a copy of the Certificate Pursuant to
Rule 24 of Completion of Transactions, dated this date, with which this opinion
is being filed as an exhibit, certifying as to the completion of the
transactions contemplated by the Application. We have also examined such other
instruments, agreements and other documents and made such further investigation
as we have deemed necessary as a basis for this opinion.
We have been counsel to Penelec for many years. We are members
of the Bar of the Commonwealth of Pennsylvania and do not
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purport to be experts on the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion that,
(a) all Pennsylvania laws applicable to the
proposed transactions have been complied with;
(b) the consummation of the transactions proposed in the
Application did not violate the legal rights of the holders of any
securities issued by Penelec.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid Certificate Pursuant to Rule 24 and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
RYAN RUSSELL OGDEN & SELTZER LLP
