-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kqt/1qYE+Ne852B6xBBVOn7ma3HZ3eYu64gFpD0dPLZZJKMahZ90+cZcAAUIUJV/ HXxLjV4SJV7O4eFir70Bbg== 0000040779-95-000101.txt : 19951222 0000040779-95-000101.hdr.sgml : 19951222 ACCESSION NUMBER: 0000040779-95-000101 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951221 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL PUBLIC UTILITIES CORP /PA/ CENTRAL INDEX KEY: 0000040779 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135516989 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08455 FILM NUMBER: 95603532 BUSINESS ADDRESS: STREET 1: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2012636500 35-CERT 1 REPORT DOCUMENT SEC FILE NO. 70-8455 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CERTIFICATE PURSUANT TO RULE 24 OF COMPLETION OF TRANSACTIONS GENERAL PUBLIC UTILITIES CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________x : In the Matter of : : Certificate General Public Utilities Corporation : Pursuant to : Rule 24 of File No. 70-8455 : Completion of : Transactions (Public Utility Holding : Company Act of 1935) : : ________________________________________x To the Members of the Securities and Exchange Commission: The undersigned, General Public Utilities Corporation ("GPU"), hereby certifies pursuant to Rule 24 of the General Rules and Regulations under the Public Utility Holding Company Act of 1935 (the "Act") that the transactions proposed in the Declaration, as amended and as post-effectively amended, docketed in SEC File No. 70-8455, have been carried out in accordance with the terms and conditions of, and for the purposes requested in, said Declaration and pursuant to the Commission's Order, dated February 3, 1995 (HCAR No. 26227), and Supplemental Orders, dated June 8, 1995 (HCAR No. 26302) and December 13, 1995 (HCAR No. 26430), with respect thereto, as follows: 1. As reported in GPU's Certificate Pursuant to Rule 24 of Partial Completion of Transactions, dated June 16, 1995, on June 13, 1995, GPU issued and sold 1,000,000 shares of - 1 - Common Stock to Goldman Sachs & Co. for a net purchase price of $29,645,000. 2. On December 11, 1995 GPU entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Dean Witter Reynolds Inc., as representatives of the several underwriters, including such firms, named in Schedule A thereto (the "Underwriters"), providing for the issuance and sale by GPU of 3,500,000 shares of GPU Common Stock, $2.50 par value per share, to the Underwriters. The Underwriting Agreement provided that the Underwriters would pay GPU a net price of $31.975 per share, reflecting a public offering price of $32.875 per share and underwriting discounts and commissions of $.90 per share. 3. Under the Underwriting Agreement, the Underwriters had an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 500,000 shares of GPU Common Stock to cover over-allotments, if any. The purchase price and underwriting discounts and commissions with respect to any such over-allotment shares were to be the same as set forth above for the initial 3,500,000 shares. 4. On December 15, 1995, GPU issued and sold to the Underwriters 3,500,000 shares of Common Stock for a net purchase price of $111,912,500. On the same date, the Underwriters exercised their option to purchase the additional 500,000 shares and, on December 18, 1995, GPU issued and sold to the Underwriters such 500,000 shares of Common Stock for a net purchase price of $15,987,500. GPU will use the proceeds from the sales to make cash capital contributions to its subsidiaries, - 2 - Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company, as authorized by the Commission's orders dated March 6, 1992 (HCAR No. 25486) and March 25, 1994 (HCAR No. 26011), and to repay outstanding short- term indebtedness of GPU, including indebtedness incurred to fund a portion of the cost of acquisition of Solaris Power. 5. The following exhibits in Item 6 are filed herewith: B-1(b) - Underwriting Agreement dated December 11, 1995 - Incorporated by reference to Exhibit 1 to GPU Form 8-K dated December 13, 1995 (File No. 1-6047). F-1(a) - "Past tense" opinion of Berlack, Israels & Liberman LLP. F-2(a) - "Past tense" opinion of Ballard Spahr Andrews & Ingersoll. - 3 - SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. GENERAL PUBLIC UTILITIES CORPORATION By: _______________________________ T. G. Howson Vice President and Treasurer Date: December 21, 1995 EX-99 2 EXHIBIT INDEX EXHIBITS TO BE FILED BY EDGAR Exhibits: F-1(a) - "Past tense" opinion of Berlack, Israels & Liberman LLP. F-2(a) - "Past tense" opinion of Ballard Spahr Andrews & Ingersoll. EX-99 3 EXHIBIT 1 A (LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP) Exhibit F-1(a) December 21, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: General Public Utilities Corporation - Declaration on Form U-1 SEC File No. 70-8455 Gentlemen: We refer to our opinion, dated January 13, 1995, filed as Exhibit F-1 to Amendment No. 1, dated the same date, to the Declaration on Form U-1, dated August 19, 1994, under the Public Utility Holding Company Act of 1935 (the "Act"), filed by General Public Utilities Corporation, a Pennsylvania corporation ("GPU"), with the Securities and Exchange Commission (the "Commission") and docketed in SEC File No. 70-8455. (The Declaration, as thus amended and as further amended by Post-Effective Amendments Nos. 1, 2 and 3 thereto, is hereinafter referred to as the "Declaration"). The Declaration contemplated, among other things, the issuance and sale by GPU of up to 5,000,000 additional shares of common stock, par value $2.50 per share (the "Additional Common Stock"), either through (i) one or more negotiated transactions with one or more underwriters or (ii) one or more selling or placement agents who regularly engage in the sale or placement of such securities pursuant to a selling agency or distribution agreement, or any combination of the foregoing. In addition, it was also contemplated that GPU might sell Additional Common Stock to a selling agent, as principal, for resale to the public either directly or through dealers. It was anticipated that such sales would be made from time to time in one or more market transactions on the floor of the New York Stock Exchange or any regional exchange on which GPU's common stock may be admitted to trading privileges, in block transactions on such exchanges and/or in fixed price offerings off the floor of such exchanges or other such special type offerings or distributions made in accordance with the rules of such exchanges. Securities and Exchange Commission December 21, 1995 Page 2 For many years, we have participated in various proceedings related to the issuance and sale of securities by GPU and we are familiar with the terms of the outstanding securities of the corporations comprising the GPU holding company system. In addition to the examination recited in the aforesaid opinion, we have examined a signed copy of your Commission's Order, dated February 3, 1995, and Supplemental Orders, dated June 8, 1995 and December 13, 1995, respectively, forthwith permitting the Declaration, as then amended, to become effective. We attended the closings of the transactions contemplated by the Declaration and examined the various instruments, documents, agreements and certificates executed and delivered at the closings. We have also examined a copy of GPU's Certificate Pursuant to Rule 24 of Partial Completion of Transactions, dated June 16, 1995, and GPU's Certificate Pursuant to Rule 24 of Completion of Transactions, dated this date, under the Act, with which latter Certificate this opinion is being filed, certifying to the completion of the transactions proposed in the Declaration. With respect to all matters of Pennsylvania law, we have relied upon the opinion of Ballard Spahr Andrews & Ingersoll which is being filed as Exhibit F-2(a) to the aforesaid Rule 24 Certificate. Based upon the foregoing, and assuming that all action under state "Blue Sky" laws to permit the consummation of the subject transactions has been completed, we are of the opinion that: (a) all State laws applicable to the proposed transactions have been complied with; (b) the Additional Common Stock has been validly issued and is fully paid and non-assessable, and the holders thereof are entitled to the rights and privileges appertaining thereto set forth in GPU's Articles of Incorporation; and (c) the consummation of the proposed transactions did not violate the legal rights of the holders of any securities issued by GPU or any "associate company" thereof, as defined in the Act. We hereby consent to the filing of this opinion as an exhibit to the Declaration and in any proceedings before the Commission that may be held in connection therewith. Very truly yours, BERLACK, ISRAELS & LIBERMAN LLP EX-99 4 EXHIBIT 2 A (LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL) 167774.001(B&F) Exhibit F-2(a) December 21, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: General Public Utilities Corporation Declaration on Form U-1 SEC File No. 70-8455 Gentlemen: We refer to our opinion, dated January 13, 1995, filed as Exhibit F-2 to Amendment No. 1, dated the same date, to the Declaration on Form U-1, dated August 19, 1994, under the Public Utility Holding Company Act of 1935 (the "Act"), filed by General Public Utilities Corporation ("GPU") with the Securities and Exchange Commission and docketed in SEC File No. 70-8455. (The Declaration, as so amended and as further amended by Post- Effective Amendments Nos. 1, 2 and 3 thereto, is hereinafter referred to as the "Declaration"). The Declaration contemplated, among other things, the issuance and sale by GPU of up to 5,000,000 additional shares of its common stock, par value $2.50 per share (the "Additional Common Stock"), either through (i) one or more negotiated transactions with one or more underwriters or (ii) one or more selling or placement agents who regularly engage in the sale or placement of such securities pursuant to a selling agency or distribution agreement, or any combination of the foregoing. In addition, it was also contemplated that GPU might sell Additional Common Stock to a selling agent, as principal, for resale to the public either directly or through dealers. It was anticipated that such sales would be made from time to time in one or more market transactions on the floor of the New York Stock Exchange or any regional exchange on which GPU's common stock may be admitted to trading privileges, in block transactions on such exchanges and/or in fixed price offerings off the floor of such exchanges or other such special type offerings or distributions made in accordance with the rules of such exchanges. Securities and Exchange Commission December 21, 1995 Page 2 We have been Pennsylvania counsel to GPU, a Pennsylvania corporation, and certain of its subsidiaries for many years. In addition to the examination recited in the aforesaid opinion, we have examined a signed copy of your Commission's Order, dated February 3, 1995, and Supplemental Orders, dated June 8, 1995 and December 13, 1995, respectively, forthwith permitting the Declaration, as then amended, to become effective. We examined the various instruments, documents, agreements and certificates executed and delivered at the closings for the transactions contemplated by the Declaration. We have also examined a copy of GPU's Certificate Pursuant to Rule 24 of Partial Completion of Transactions, dated June 16, 1995, and GPU's Certificate Pursuant to Rule 24 of Completion of Transactions under the Act, dated this date, with which latter Certificate this opinion is being filed, certifying to the completion of the transactions proposed in the Declaration. Based upon the foregoing, we are of the opinion that, insofar as matters of Pennsylvania law are concerned: (a) all Pennsylvania laws applicable to the proposed transactions have been complied with; (b) the Additional Common Stock has been validly issued, is fully paid and non-assessable, and the holders thereof are entitled to the rights and privileges appertaining thereto set forth in GPU's Articles of Incorporation; and (c) the issuance and sale of the Additional Common Stock did not violate the legal rights of the holders of any securities issued by GPU, Pennsylvania Electric Company or its subsidiaries, Ninevah Water Company, Penelec Preferred Capital, Inc. and Penelec Capital, L.P. We hereby consent to the filing of this opinion as an exhibit to the aforesaid Rule 24 Certificate and in any proceedings before the Commission that may be held in connection therewith. Very truly yours, BALLARD SPAHR ANDREWS & INGERSOLL -----END PRIVACY-ENHANCED MESSAGE-----