-----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, DRiBXfh/S28KFCpBnJoEYqDthKCB+qRrM2yq9eeN86KsjG4tthyNHlYYmR0CmVLl URWd3BxQC5MkAaVNDKYaQA== 0000040779-00-000012.txt : 20000203 0000040779-00-000012.hdr.sgml : 20000203 ACCESSION NUMBER: 0000040779-00-000012 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPU INC /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: U-1/A SEC ACT: SEC FILE NUMBER: 070-09565 FILM NUMBER: 511863 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962 U-1/A 1 AMENDMENT NO. 3 Amendment No. 3 to SEC File No. 70-9565 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-1 APPLICATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act") GPU, INC. ("GPU") 300 Madison Avenue Morristown, New Jersey 07960 (Name of company filing this statement and address of principal executive office) GPU, INC. (Name of top registered holding company parent of applicant) T. G. Howson, Douglas E. Davidson, Esq. Vice President and Treasurer Berlack, Israels & Liberman LLP S. L. Guibord, Secretary 120 West 45th Street GPU Service, Inc. New York, New York 10036 300 Madison Avenue Morristown, New Jersey 07960 D. C. Brauer Vice President GPU Service, Inc. 300 Madison Avenue Morristown, New Jersey 07960 (Names and addresses of agents for service) GPU hereby amends its Application on Form U-1, docketed in SEC File No. 70-9565, as heretofore amended, as follows: By filing the following exhibits in Item 6 thereof: (a) Exhibits: A - EnerTech Capital Partners L.P. Limited Partnership Agreement, as amended --- filed separately pursuant to request for confidential treatment under Rule 104(b). F-1 - Opinion of Berlack, Israels & Liberman LLP. F-2 - Opinion of Ryan, Russell, Ogden & Seltzer LLP. 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. GPU, INC. By: /s/ T. G. Howson ---------------- T. G. Howson, Vice President and Treasurer Date: January 24, 2000 EX-99 2 EXHIBIT INDEX EXHIBITS TO BE FILED BY EDGAR Exhibits: F-1 - Opinion of Berlack, Israels & Liberman LLP. F-2 - Opinion of Ryan, Russell, Ogden & Seltzer LLP. EX-99.11 3 OPINION OF COUNSEL Exhibit F-1 [Letterhead of Berlack, Israels & Liberman LLP] January 24, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: SEC File No. 70-9565 -------------------- Ladies and Gentlemen: We have examined the Application on Form U-1, dated October 25, 1999, under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission and docketed in SEC File No. 70-9565, as amended by Amendment No. 1 thereto, dated December 15, 1999, Amendment No. 2 thereto, dated December 28, 1999, and Amendment No. 3, dated this date, of which this opinion is to be a part. (The Application, as so amended and as thus to be amended, is hereinafter referred to as the "Application"). The Application contemplates, among other things, that GPU would organize a new, wholly-owned subsidiary company ("Newco") to acquire from time to time limited partner interests in EnerTech Capital Partners II, L.P., ("EnerTech Partnership") a Delaware limited partnership formed pursuant to an Agreement of Limited Partnership, as amended ("Partnership Agreement") to invest in companies engaged in activities primarily related to the electric and natural gas utilities and their convergence into the broader energy, communications and other utility-like service industries. The interests proposed to be acquired by GPU in the EnerTech Partnership will in the aggregate not exceed $5 million. We have been counsel to GPU and to its subsidiaries for many years. In such capacity, we have participated in various proceedings relating to 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 have examined copies, signed, certified or otherwise proven to our satisfaction of the charter documents and by-laws of GPU. We have also examined such other documents, instruments and agreements, including the Partnership Agreement, and have made such further investigation as we have deemed necessary as a basis for this opinion. We are members of the Bar of the State of New York and do not purport to be experts on 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 General Corporation Law of the State of Delaware to the extent required to express the opinions set forth herein. As to all matters herein which are governed by the laws of the Commonwealth of Pennsylvania, we have relied upon the opinion of Ryan, Russell, Ogden & Seltzer LLP which is being filed as Exhibit F-2 to the Application. Based upon the foregoing, we are of the opinion that, (a) all State laws applicable to the proposed transactions have been complied with (except that we express no view with respect to any state "blue sky" or securities laws that will have been complied with); (b) GPU is validly organized and duly subsisting in the Commonwealth of Pennsylvania; (c) Newco will legally acquire limited partner interests in the EnerTech Partnership; 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 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 EX-99.11 4 OPINION OF COUNSEL Exhibit F-2 [Letterhead of Ryan, Russell, Ogden & Seltzer LLP] January 24, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: SEC File No. 70-9565 --------------------- Ladies and Gentlemen: We have examined the Application on Form U-1, dated October 25, 1999, under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission and docketed in SEC File No. 70-9565, as amended by Amendment No. 1 thereto, dated December 15, 1999, Amendment No. 2 thereto, dated December 28, 1999, and Amendment No. 3, dated this date, of which this opinion is to be a part. (The Application, as so amended and as thus to be amended, is hereinafter referred to as the "Application"). The Application contemplates, among other things, that GPU would organize a new, wholly-owned subsidiary company ("Newco") to acquire from time to time limited partner interests in EnerTech Capital Partners II, L.P., ("EnerTech Partnership") a Delaware limited partnership formed pursuant to an Agreement of Limited Partnership, as amended ("Partnership Agreement") to invest in companies engaged in activities primarily related to the electric and natural gas utilities and their convergence into the broader energy, communications and other utility-like service industries. The interests proposed to be acquired by GPU in the EnerTech Partnership will in the aggregate not exceed $5 million. We have been Pennsylvania counsel to GPU and to its Pennsylvania subsidiaries for many years. In such capacity, we have participated in various proceedings relating to GPU and its Pennsylvania subsidiaries. We have examined copies, signed, certified or otherwise proven to our satisfaction of the charter documents and by-laws of GPU. We have also examined such other documents, instruments and agreements, including the Partnership Agreement, and have made such further investigation as we have deemed necessary as a basis for this opinion. Securities and Exchange Commission January 24, 2000 Page 2 We are members of the Bar of the Commonwealth of Pennsylvania and do not purport to be expert in the laws of any other jurisdiction. Based upon the foregoing, we are of the opinion, insofar as matters of Pennsylvania law are concerned, that, (a) all Pennsylvania laws applicable to the proposed transactions have been complied with (except that we express no view with respect to any state "blue sky" or securities laws that will have been complied with); and (b) GPU is validly organized and duly subsisting in the Commonwealth of Pennsylvania. 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, RYAN, RUSSELL, OGDEN & SELTZER LLP -----END PRIVACY-ENHANCED MESSAGE-----