Post-Effective Amendment No. 4 to
SEC File No. 70-8533
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ( Act )
GPU INTERNATIONAL, INC. ( GPU )
One Upper Pond Road
Parsippany, New Jersey 07054
NCP ENERGY, INC. ( NCP )
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GPU, Inc.
(Name of top registered holding company parent of applicants)
B.L. Levy, President Douglas E. Davidson, Esq.
W. Greengrove, Secretary Berlack, Israels & Liberman
LLP
GPU International, Inc. 120 West 45th Street
NCP Energy, Inc. New York, New York 10036
One Upper Pond Road
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPUI and NCP hereby post-effectively amend their Declaration
on Form U-1, docketed in SEC File No. 70-8533, by adding the
following new paragraph 3 to Post-Effective Amendment No. 3
thereof as follows:
3. GPU submits that all of the criteria of Rules 53 and 54
under the Act with respect to the proposed transactions are
satisfied:
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, 1995 and Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, as filed under
the Securities Exchange Act of 1934, was approximately $2.054
billion. As of June 30, 1996, GPU had invested, or committed to
invest, directly or indirectly, an aggregate of approximately
$241 million in exempt wholesale generators ("EWGs") and $673
million in foreign utility companies ("FUCOs"), which as of that
date would permit GPU to make additional such investments of
approximately $113 million and remain within the 50% ("safe
harbor") limitation of Rule 53. GPU's aggregate investment in
EWGs and FUCOs, including amounts invested pursuant to all
outstanding or pending authorizations to make investments in EWGs
or FUCOs, will not at any time exceed the "safe harbor"
limitation imposed by Rule 53 without prior Commission
authorization.(1)
_________________
1 GPU has filed with the Commission a Post-Effective Amendment
to its Application on Form U-1 in Docket No. 70-8593 requesting
authorization to increase this limitation to 100% of GPU's
"consolidated retained earnings".
2
<PAGE>
(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 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 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
3
<PAGE>
(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, 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.
(iii) No more than 2% of GPU's domestic public utility
subsidiary employees will render any services, directly or
indirectly, to any EWG or FUCO in which GPU directly or
indirectly holds an interest.
(iv) Copies of this Application are being provided to
the New Jersey Board of Public Utilities and the Pennsylvania
Public Utility Commission, the only federal, state or local
regulatory agencies having jurisdiction over the retail rates of
GPU's electric utility subsidiaries.(2) In addition, GPU will
submit to
_________________
2 Penelec is also subject to retail rate regulation by the New
York Public Service Commission with respect to retail
service to approximately 11,300 customers in Waverly, New
York served by Waverly Electric Power & Light Company, a
Penelec subsidiary. Waverly Electric's revenues are
immaterial, accounting for less than 1% of Penelec's total
operating revenues.
4
<PAGE>
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 H and I 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 $2 billion)
represented an increase of approximately $63 million (or
approximately 3%) in the average consolidated retained earnings
for the previous four quarterly periods (approximately $1.9
billion).
(C) GPU did not incur operating losses from direct or
indirect investments in EWGs and FUCOs in 1995 in excess of 5% of
GPU's consolidated retained earnings.
(iv) In accordance with Rule 54, the requirements of
Rule 53(a), (b) and (c) are fulfilled.
5
<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 UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
GPU INTERNATIONAL, INC.
NCP ENERGY, INC.
By:
Bruce L. Levy
President
Date: October 30, 1996<PAGE>
