Post-Effective Amendment No. 18 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
LLP
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)<PAGE>
GPU and EI hereby post-effectively amend their Applica-
tion on Form U-1, docketed in SEC File No. 70-7727, as follows:
1. By amending paragraph I of Post-Effective Amend-
ment No. 16 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 LLP $10,000
Ballard Spahr Andrews & Ingersoll 500
Miscellaneous 5,000
$15,500
2. By filing the following exhibits in Item 6
thereof:
F-1(d) - Opinion of Berlack, Israels & Liberman
LLP
F-2(a) - Opinion of Ballard Spahr Andrews &
Ingersoll
-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 9, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(d) - Opinion of Berlack, Israels & Liberman LLP
F-2(a) - Opinion of Ballard Spahr Andrews &
Ingersoll<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
EXHIBIT F-1(d)
November 9, 1995
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. 16, dated
September 22, 1995, 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, a Pennsylvania
corporation, and EI, a Delaware corporation, with the Securities
and Exchange Commission (the "Commission"), and docketed by the
Commission in SEC File No. 70-7727, and Post-Effective Amendment
No. 17 thereto, dated October 10, 1995, and Post-Effective
Amendment No. 18 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) increasing to $500 million the aggregate amount of
obligations which GPU may incur under (A) letter of credit
reimbursement agreements ("Reimbursement Agreements") or
guarantees or similar obligations ("Guarantees") entered into by
GPU in connection with EI's project development activities or the
acquisition of ownership interests in projects; (B) Guarantees
entered into by GPU of the obligations of EWGs and FUCOs; and
(C) assumptions by GPU of liabilities of EWGs and FUCOs;
(ii) expanding the purposes for which GPU may enter
into Guarantees to include supporting EI bank or other
institutional borrowings; and<PAGE>
Securities and Exchange Commission
November 9, 1995
Page 2
(iii) increasing to $50 million the aggregate amount of
obligations which EI may incur under Reimbursement Agreements and
Guarantees and through the assumption of liabilities of EWGs and
FUCOs.
In addition to the matters set forth in our previous
opinion dated November 21, 1994 and filed as Exhibit F-1(c) to
the Application, we have examined copies of the Commission's
Supplemental Orders, dated December 28, 1994 and June 14, 1995,
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.
We are members of the Bar of the State of New York and
do not purport to be expert in the laws of any jurisdiction other
than the laws of the State of New York and the Federal laws of
the United States. We have, however, reviewed the Delaware
General Corporation Law ("GCL") to the extent required to express
the opinions hereinafter set forth. The opinions expressed
herein are limited to matters governed by the laws of the State
of New York, the GCL 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 on the opinion of
Ballard Spahr Andrews & Ingersoll which is being filed as Exhibit
F-2 to the Application.
Based upon the foregoing, and assuming (i) that at the
time of their issuance and delivery, the Reimbursement Agreements
and Guarantees will have been duly authorized, executed and
delivered by GPU and EI, as the case may be, (ii) compliance by
GPU and EI with the applicable limitations on guarantees and
unsecured debt contained in the GPU and EI revolving credit
facilities, and (iii) that 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,<PAGE>
Securities and Exchange Commission
November 9, 1995
Page 3
(c) the Reimbursement Agreements and 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
(d) 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 LLP<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
EXHIBIT F-2
November 9, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 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. 16, dated
September 22, 1995, 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, a Pennsylvania
corporation, and EI, a Delaware corporation, with the Securities
and Exchange Commission (the "Commission"), and docketed by the
Commission in SEC File No. 70-7727, and Post-Effective Amendment
No. 17 thereto, dated October 10, 1995, and Post-Effective
Amendment No. 18 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) increasing to $500 million the aggregate amount of
obligations which GPU may incur under (A) letter of credit
reimbursement agreements ("Reimbursement Agreements") or
guarantees or similar obligations ("Guarantees") entered into by
GPU in connection with EI's project development activities or the
acquisition of ownership interests in projects; (B) Guarantees
entered into by GPU of the obligations of EWGs and FUCOs; and (C)
assumptions by GPU of liabilities of EWGs and FUCOs;
(ii) expanding the purpose for which GPU may enter into
Guarantees to include supporting EI bank or other institutional
borrowings; and<PAGE>
Securities and Exchange Commission
November 9, 1995
Page 2
(iii) increasing to $50 million the aggregate amount of
obligations which EI may incur under Reimbursement Agreements and
Guarantees and through the assumption of liabilities of EWGs and
FUCOs.
We have acted as Pennsylvania counsel to GPU for may
years. In connection with the deliver of this opinion, we have
examined such documents and made such investigation as we have
deemed necessary as a basis for this opinion.
Based upon the foregoing, and assuming (i) that at the
time of their issuance and delivery, the Reimbursement Agreements
and Guarantees will have been duly authorized, executed and
delivered by GPU, (ii) compliance by GPU with the applicable
limitations on guarantees and unsecured debt contained in the GPU
system revolving credit facility and (iii) that the transactions
therein proposed are carried out in accordance with the
Application, we are of the opinion, insofar as Pennsylvania law
is concerned, that when the Commission shall have entered a
supplemental order forthwith granting the Application,
(a) all Pennsylvania laws applicable to the
proposed transactions will have been complied with,
(b) GPU is validly organized and existing, and
(c) 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
Pennsylvania Electric Company or any of its
subsidiaries.
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,
BALLARD SPAHR ANDREWS & INGERSOLL<PAGE>
