-----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, PkWAfjLA64ikFnUBTd8768NtqG8vE+5iiL5MxXBRlY6tpsk6hChJo+dfQNm31btg x/NAZP5yFGJMOTHJeN1+KQ== 0000040779-00-000114.txt : 20001212 0000040779-00-000114.hdr.sgml : 20001212 ACCESSION NUMBER: 0000040779-00-000114 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001211 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: POS AMC SEC ACT: SEC FILE NUMBER: 070-07670 FILM NUMBER: 786488 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 POS AMC 1 0001.txt POST-EFFECTIVE AMENDMENT NO. 4 Post-Effective Amendment No. 4 to SEC File No. 70-7670 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-1 DECLARATION 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 offices) GPU, Inc. (Name of top registered holding company parent of Declarant) T. G. Howson, Douglas E. Davidson, Esq. Vice President and Treasurer Thelen Reid & Priest LLP M. J. Connolly, 40 West 57th Street Vice President - Law New York, New York 10019 S. L. Guibord, Secretary GPU Service, Inc. 300 Madison Avenue Morristown, New Jersey 07960 W. Edwin Ogden, Esq. Ryan, Russell, Ogden & Seltzer LLP 1100 Berkshire Boulevard, Suite 301 Reading, Pennsylvania 19610-1221 (Names and addresses of agents for service) GPU hereby post-effectively amends its declaration on Form U-1, docketed in SEC File No. 70-7670, as heretofore amended, as follows: A. By amending the fifth paragraph from the end of Section G in Item 1 of Post-Effective Amendment No. 3 in SEC file No. 70-7670 to read as follows: The November 5 Order was predicated, in part, upon the assessment of GPU's overall financial condition which took into account, among other factors, GPU's consolidated capitalization ratio and the recent growth trend in GPU's retained earnings. As of June 30, 1997, the most recent quarterly period for which financial statement information was evaluated in the November 5 Order, GPU's consolidated capitalization consisted of 42.5% common equity and 50.8% debt. As stated in the application that formed the basis for the November 5 Order, GPU's June 30, 1997 pro forma capitalization, reflecting the November 6, 1997 acquisition of PowerNet Victoria, was 33.5% equity and 60.7% debt. B. Item 2 is hereby amended to read in its entirety as follows: Item 2. Fees, Commissions and Expenses ------------------------------ The estimated fees, commissions and expenses Applicants expect to incur in connection with the proposed transactions are as follows: Legal Fees Thelen Reid & Priest LLP $5,000 Ryan, Russell, Ogden & Seltzer LLP 500 Miscellaneous 500 ------- Total $6,000 C. The following exhibits are filed in Item 6. (a) Exhibits: F-1(a) - Opinion of Thelen Reid & Priest LLP F-2(a) - Opinion of Ryan, Russell, Ogden & Seltzer LLP 2 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: December 11, 2000 3 EX-99 2 0002.txt EXHIBIT INDEX EXHIBITS TO BE FILED BY EDGAR Exhibits: F-1(a) - Opinion of Thelen Reid & Priest LLP F-2(a) - Opinion of Ryan, Russell, Ogden & Seltzer LLP EX-99.F1(A) 3 0003.txt EXHIBIT F-1(A) Exhibit F-1(a) (LETTERHEAD OF THELEN REID & PRIEST LLP) December 11, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: GPU, Inc. Declaration on Form U-1 SEC File No. 70-7670 -------------------- Ladies and Gentlemen: We have examined Post-Effective Amendment No. 3, dated September 18, 2000, to the Declaration on Form U-1, dated August 3, 1989, under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission ("Commission"), and docketed by the Commission in SEC File No. 70-7670, and as to be amended by Post-Effective Amendment No. 4 thereto, dated this date, of which this opinion is to be a part. (The Declaration, as so amended and thus to be amended, is hereinafter referred to as the "Declaration.") The Declaration contemplates the issuance and sale by GPU from time to time through December 31, 2010 of up to an additional 2,500,000 shares of its common stock, par value $2.50 per share (the "Additional Common Stock"), to stockholders pursuant to GPU's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). We have reviewed the opinion of Berlack, Israels & Liberman LLP, dated December 1, 1995 and filed as Exhibit F-1 to the Declaration and the documents, instruments and agreements referenced therein. We have also examined a copy of the Commission's Order dated December 8, 1995, permitting the Declaration, as then amended, to become effective, and such other documents, instruments and agreements and have made such further investigation as we have deemed necessary as a basis for this opinion. Members of this firm have acted as 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. This opinion is limited to the federal laws of the United States. 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(a) to the Declaration. Based upon and subject to the foregoing, and assuming (i) that the shares of Additional Common Stock shall have been duly issued and paid for as provided in GPU's Registration Statement on Form S-3, as amended (Registration No. 33-30765) and (ii) that all action necessary under state "Blue Sky" laws to permit the offer and sale of the Additional Common Stock pursuant to the Plan shall have been completed, we are of the opinion that when the Commission shall have issued an order permitting the Declaration to become effective forthwith, (a) all State laws applicable to the proposed transactions will have been complied with, (b) GPU is validly organized and existing, (c) the Additional Common Stock issued under the Plan will be validly issued, fully paid and non-assessable and holders thereof will be entitled to the rights and privileges appertaining thereto as set forth in GPU's Articles of Incorporation, as amended, and (d) the consummation of the proposed transactions 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 Declaration and in any proceedings before the Commission that may be held in connection therewith. Very truly yours, Thelen Reid & Priest LLP 2 EX-99.F2(A) 4 0004.txt EXHIBIT F-2(A) Exhibit F-2(a) [Letterhead of Ryan, Russell, Ogden & Seltzer LLP] December 11, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: GPU, Inc., Declaration on Form U-1 SEC File No. 70-7670 -------------------- Ladies and Gentlemen: We have examined Post-Effective Amendment No. 3, dated September 18, 2000, to the Declaration on Form U-1, dated August 3, 1989, under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission ("Commission"), and docketed by the Commission in SEC File No. 70-7670, and as to be amended by Post-Effective Amendment No. 4 thereto, dated this date, of which this opinion is to be a part. (The Declaration, as so amended and thus to be amended, is hereinafter referred to as the "Declaration.") The Declaration contemplates the issuance and sale by GPU from time to time through December 31, 2010 of up to an additional 2,500,000 shares of its common stock, par value $2.50 per share (the "Additional Common Stock"), to stockholders pursuant to GPU's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). 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 and have made such further investigation as we have deemed necessary as a basis for this opinion. We have been counsel to GPU for many years. 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, Securities and Exchange Commission December 11, 2000 Page 2 (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 Declaration 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-----