Post-Effective Amendment No. 9 to
SEC File No. 70-7727
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
(Name of companies filing this statement and addresses
of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicant)
Don W. Myers, Vice President Douglas E. Davidson, Esq.
and 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
B. L. Levy, President
K. A. Tomblin, Esq., Secretary
Energy Initiatives, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
(Names and addresses of agents for service)
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GPU and EI hereby post-effectively amend their
Application on Form U-1, docketed in SEC File No. 70-7727, as
follows:
A. By amending clause (8) of paragraph G of Post-
Effective Amendment No. 6 thereof, as heretofore amended, to read
in its entirety as follows:
(8) Applicants request that the Commission
reserve jurisdiction with respect to the request set
forth in clause (6) above pending completion of the
record herein.
B. By adding the following as a new paragraph R of
Post-Effective Amendment No. 6 thereof, as heretofore amended:
R. GPU and EI submit that all of the criteria of
Rules 53 and Rule 54 under the Act with respect to the
issuance of Guarantees and Reimbursement Agreements by GPU
and EI, and the issuance of the Notes by EI, are satisfied.
(i) The average consolidated retained earnings
for GPU and its subsidiaries, as reported for the four
most recent quarterly periods in GPU's Annual Report on
Form 10-K for the year ended December 31, 1993 and
Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1993, March 31, 1994 and June 30, 1994,
as filed under the Securities Exchange Act of 1934, was
approximately $1.84 billion. At the date hereof, GPU
had invested, or committed to invest, directly or
indirectly, an aggregate of approximately $12.5 million
in EWGs and $0 in FUCOs. (GPU does not own any direct
or indirect interest in a FUCO). Accordingly, GPU's
investment in EWGs and FUCOs, assuming the entire $70
million authorization is invested in EWGs or FUCOs,(1)
would be approximately 4.5% of such average
consolidated retained earnings, which is well below the
50% limitation in Rule 53.
(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in
which it directly or indirectly holds an interest. (A)
For each United States EWG in which GPU directly or
indirectly holds an interest:
______________________________
(1) The $70 million represents the sum of (x) the up to $60
million for which GPU has requested authority to enter into
Guarantees and Reimbursement Agreements and (y) the
aggregate proceeds of the Notes ($10 million).
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(1) the books and records for such EWG
will be kept in conformity with United States
generally accepted accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with the GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission
access to such books and records and financial
statements as the Commission may request.
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with
GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission
access to such books and records and financial
statements, or copies thereof in English, as the
Commission may request.
(C) For each FUCO or foreign EWG in which
GPU owns 50% or less of the voting securities, GPU directly
or through its subsidiaries will proceed in good faith, to
the extent reasonable under the circumstances, to cause
(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of such entity
to be prepared in accordance with GAAP; and
(3) access by the Commission to such books
and records and financial statements (or copies
thereof) in English as the Commission may request
and, in any event, GPU will provide the Commission
on request copies of such materials as are made
available to GPU and its subsidiaries. If and to
the extent that such entity's books, records or
financial statements are not maintained in
accordance with GAAP, GPU will, upon request of
the Commission, describe and quantify each
material variation therefrom as and to the extent
required by subparagraphs (a) (2) (iii) (A) and
(a) (2) (iii) (B) of Rule 53.
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(iii) No more than 2% of GPU's domestic public
utility subsidiaries will render any services, directly or
indirectly, to EWGs and FUCOs in which GPU directly or
indirectly holds an interest.
(iv) Copies of this Application on Form U-1 are
being provided to the New Jersey Board of Public Utilities,
the Pennsylvania Public Utility Commission and the New York
Public Service Commission, the only federal, state or local
regulatory agencies having jurisdiction over the retail
rates of GPU's electric utility subsidiaries. In addition,
GPU will submit to each such commission copies of any Rule
24 certificates required hereunder, as well as a copy of
Item 9 of GPU's Form U5S and Exhibits G and H thereof
(commencing with the Form U5S to be filed for the calendar
year in which the authorization herein requested is
granted).
(v) None of the provisions of paragraph (b) of
Rule 53 render paragraph (a) of that Rule unavailable for
the proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is
the subject of any pending bankruptcy or similar
proceeding.
(B) GPU's average consolidated retained
earnings for the four most recent quarterly
periods (approximately $1.84 billion) represented
an increase of approximately $80 million in the
average consolidated retained earnings for the
previous four quarterly periods (approximately
$1.76 billion).
(C) GPU incurred no losses from direct or
indirect investments in EWGs and FUCOs in 1993.
C. By amending the first sentence of paragraph I of
Post-Effective Amendment No. 6 thereof, as heretofore amended, to
read in its entirety as follows:
I. Sections 6(a), 7, 9(a), 10, 12(b)
and 13(b) of the Act and Rules 45, 53 and 54
thereunder are applicable to the transactions
proposed herein.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDER-
SIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By:________________________________
Don W. Myers
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:______________________________
B. L. Levy, President
Date: August 10, 1994
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