Amendment No. 4
to
SEC File No. 70-8311
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
OLS ACQUISITION CORPORATION ("Acquisition Corp.")
OLS ENERGY - BERKELEY ("Berkeley")
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
(Name of top registered holding company parent of applicants)
Don W. Myers, Vice President
and Treasurer
M.A. Nalewako, Secretary
GPU Service Corporation
100 Interpace Parkway
Parsippany, New Jersey 07054
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman
120 West 45th Street
New York, New York 10036
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)
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Acquisition Corp. and Berkeley hereby amend their
Application on Form U-1, docketed in SEC File No. 70-8311, by
adding the following as a new paragraph 15 to ITEM I thereof:
"15. Rule 54 under the Act provides, among other
things, that in determining whether to approve
transactions by a subsidiary of a registered holding
company, other than with respect to exempt wholesale
generators ("EWG") or foreign utility companies
("FUCO"), the Commission shall not consider the effect
of the capitalization or earnings of any subsidiary
which is an EWG or a FUCO upon the registered holding
company system if Rules 53(a), (b) and (c) under the
Act are satisfied. As demonstrated below, each of the
conditions set forth in Rules 53(a)(1) through (a) (4)
have been met, and none of the conditions described in
Rules 53 (b)(1) through (b)(3) exist.
(a) 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
June 30 and September 30, 1993 and March 31, 1994 as
filed under the Securities Exchange Act of 1934, was
approximately $1.85 billion. At the date hereof, GPU
had invested, directly or indirectly, an aggregate of
$11.4 million in a foreign EWG (see HCAR No. 35-
25987). Accordingly, GPU's investment in EWGs and
FUCOs equals approximately .6% of such average
consolidated retained earnings.
(b) GPU maintains books and records to identify
investments in, and earnings from, any EWG or FUCO in
which it directly or indirectly holds an interest.
GPU, through its indirect wholly-owned subsidiary
Energy Initiatives, Inc. ("EI"), owns less than 50% of
the voting securities issued by the partnership by
which it holds its interest in such foreign EWG (the
"Partnership"). Accordingly, GPU through EI will
proceed in good faith, to the extent reasonable under
the circumstances, to cause
(i) the Partnership to maintain books
and records in accordance with United States generally
accepted accounting principles ("GAAP");
(ii) the financial statements of the
Partnership to be prepared according to GAAP; and
(iii) access by the Commission to
such books and records and financial statements (or
copies thereof) in English as the Commission may
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request and, in any event, will provide the Commission
on request copies of such materials as are made
available to GPU and EI.
If and to the extent that the Partnership books,
records or financial statements are not maintained in
accordance with GAAP, GPU and EI 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.
(c) No employees of GPU's domestic public utility
subsidiaries are, at the date hereof, rendering any
services, directly or indirectly, to any EWG or FUCO in
which GPU directly or indirectly holds an interest.
(d) No subsidiary of GPU which is a public-
utility company will be affected by the transactions
which are the subject of this Application.
Accordingly, no filing of copies of this Application,
certificates under Rule 24, or Item 9 of GPU's Form U5S
and Exhibit G and H thereof is required under Rule
53(a)(4).
(e) None of the provisions of paragraph (b) of
Rule 53 render paragraph (a) of that Rule unavailable
for the proposed transactions.
(i) Neither GPU nor any subsidiary of
GPU is the subject of any pending bankruptcy or similar
proceeding.
(ii) GPU's average consolidated retained
earnings for the four most recent quarterly periods
(approximately $1.85 billion) represented an increase
of approximately $102 million in the average
consolidated retained earnings for the previous four
quarterly periods (approximately $1.73 billion).
(iii) GPU incurred no losses from
direct or indirect investments in EWGs and FUCOs in
1993."
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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
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
OLS ACQUISITION CORPORATION
OLS ENERGY-BERKELEY
By:
Bruce L. Levy, President
Date: July 14, 1994
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