Post-Effective Amendment No. 12 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
(Names of companies filing this statement and addresses
of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
T.G. Howson, 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, Secretary
Energy Initiatives, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU and EI hereby post-effectively amend their
Application on Form U-1, docketed in SEC File No. 70-7727, as
follows:
1. By amending paragraph M of Post-Effective
Amendment No. 10 thereof to read in its entirety as follows:
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions
will be as follows:
Legal Fees
Berlack, Israels & Liberman $7,500
Miscellaneous 2,500
$10,000
2. By filing the following exhibit in Item 6 thereof:
F-1(c) - Opinion of Berlack, Israels &
Liberman.
1<PAGE>
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: ________________________________
T.G. Howson
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:______________________________
B. L. Levy, President
Date: November 21, 1994<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
F-1(c) - Opinion of Berlack, Israels &
Liberman.<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
EXHIBIT F-1(c)
November 21, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation ("GPU")
Energy Initiatives, Inc. ("EI")
Application on Form U-1
SEC File No. 70-7727
Gentlemen:
We have examined Post-Effective Amendment No. 10, dated
October 7, 1994, to the Application on Form U-1, dated December
13, 1989, as amended, under the Public Utility Holding Company
Act of 1935 (the "Act"), filed by GPU and EI with the Securities
and Exchange Commission (the "Commission"), and docketed by the
Commission in SEC File No. 70-7727, and Post-Effective Amendment
No. 11 thereto, dated October 18, 1994, and Post-Effective
Amendment No. 12 thereto, dated this date, of which this opinion
is a part. (The Application, as amended and thus to be amended,
is hereinafter referred to as the "Application").
The Application now contemplates, among other things:
(i) extending until December 31, 1997 the period during
which (A) GPU may make capital contributions to EI, (B) GPU and
EI may enter into letter of credit reimbursement agreements
("Reimbursement Agreements") and guarantees or similar
obligations ("Guarantees"), (C) EI may incur unsecured borrowings
pursuant to promissory notes ("Notes") and GPU may guarantee
payment of the Notes ("Note Guarantees"), and (D) EI may make
capital contributions of up to $1 million to a wholly-owned
subsidiary formed to provide operation and maintenance services;
(ii) increasing to $200 million the aggregate amount
which GPU may contribute to EI, and to $30 million the aggregate
principal amount of EI borrowings evidenced by Notes;
(iii) authorizing EI to use contributions from GPU to
acquire securities and other interests in exempt wholesale
generators ("EWGs") and foreign utility companies ("FUCOs");<PAGE>
Securities and Exchange Commission
November 21, 1994
Page 2
(iv) authorizing GPU and EI to (A) enter into
Guarantees and Reimbursement Agreements for purposes of
guaranteeing the securities or other obligations of EWGs and
FUCOs and (B) assume liabilities of EWGs and FUCOs; and
(v) that the Commission release its reservation of
jurisdiction over EI's request pursuant to Section 13(b) of the
Act to perform operation and maintenance services for certain
projects which are associate companies of EI.
In addition to the matters set forth in our previous
opinion dated December 17, 1993 and filed as Exhibit F-1(b) to
the Application, we have examined a copy of the Commission's
Supplemental Order, dated September 12, 1994, granting the
Application, as then amended. We have also examined such 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 EI for many years. In
that connection, we have participated in various 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.
Based upon the foregoing, and assuming that (i) at the
time of their issuance and delivery, the Reimbursement
Agreements, Guarantees, Notes and Note Guarantees will have been
duly authorized, executed and delivered by GPU and EI, as the
case may be, and (ii) the transactions therein proposed are
carried out in accordance with the Application, we are of the
opinion that when the Commission shall have entered a
supplemental order forthwith granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) each of GPU and EI is validly organized and
existing,
(c) the Reimbursement Agreements, Guarantees,
Notes and Note Guarantees will be valid and binding
obligations of GPU and EI, as applicable, in accordance
with their terms, in each such case subject to the
effect of any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or
other similar laws affecting creditors' rights
generally and general principles of equity limiting the
availability of equitable remedies, and<PAGE>
Securities and Exchange Commission
November 21, 1994
Page 3
(e) the consummation of the transactions proposed
in the Application will not violate the legal rights of
the holders of any securities issued by GPU or EI or
any "associate company" thereof, as defined in the Act.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN<PAGE>
