-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, odG5rceTl1+5rHufq5YrtYT0qnmi65Qdf7QtNfdUBuCJ0wt1r0K6kivcPBbMD/Jh c3a/PIzsWXgCwYLFONcLEA== 0000040779-95-000006.txt : 19950203 0000040779-95-000006.hdr.sgml : 19950203 ACCESSION NUMBER: 0000040779-95-000006 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950202 SROS: NONE 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: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08569 FILM NUMBER: 95504921 BUSINESS ADDRESS: STREET 1: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2012636500 U-1 1 REPORT TO GPU U1 SEC File No. 70- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act") GENERAL PUBLIC UTILITIES CORPORATION ("GPU") 100 Interpace Parkway Parsippany, New Jersey 07054 (Name of company filing this statement and address of principal executive office) T. G. Howson, Douglas E. Davidson, Esq. Vice President and Treasurer Berlack, Israels & Liberman M. A. Nalewako, Secretary 120 West 45th Street GPU Service Corporation New York, New York 10036 100 Interpace Parkway Parsippany, New Jersey 07054 (Names and addresses of agents for service) ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS. A. GPU proposes to amend its Articles of Incorporation to (1) increase the number of authorized shares of common stock to 350,000,000 from the present 150,000,000, with a par value of $2.50 each and (2) eliminate the remaining preemptive rights of GPU shareholders to purchase additional shares of GPU common stock. A form of the proposed amendments to the Articles of Incorporation is filed herewith as Exhibit A-2. B. At January 31, 1995, GPU had 115,214,219 shares issued and outstanding, leaving only 34,785,781 shares available for issuance. The proposed increase in the amount of authorized but unissued common stock will provide flexibility to permit GPU to issue additional common stock to meet anticipated equity capital requirements of GPU and its subsidiaries. Such flexibility is desirable to: provide financing for subsidiaries' existing and future construction programs; make cash capital contributions to Energy Initiatives, EI Power and other non- utility subsidiaries in connection with the development of and investment in qualifying facilities, exempt wholesale generators and foreign utility companies; meet general corporate requirements (including under GPU's Dividend Reinvestment and Stock Purchase Plan and various benefit plans); effect a stock split or pay a stock dividend, should the Board of Directors deem it advisable in the future; and engage in possible future transactions requiring the issuance of additional common stock. Such future transactions may include financings, possible restructuring of the GPU System in order to compete more effectively, acquisitions and other measures relating to takeover 1 initiatives directed at GPU or its stockholders. If the proposed amendment is adopted, GPU would be permitted to issue the authorized shares without further stockholder approval, except to the extent otherwise required by law or the Articles of Incorporation or a securities exchange upon which GPU common stock is listed. GPU has requested authority under SEC File No. 70-8455 to issue from time to time through December 31, 1996 up to 5,000,000 additional shares of its common stock. Additional issuances of common stock by GPU will also be subject to the approval of the Commission under the Act. C. GPU also proposes to eliminate the provision in its Articles of Incorporation which grants holders of GPU common stock preemptive rights to purchase additional shares of GPU common stock in certain limited circumstances. The Pennsylvania Business Corporation law, under which GPU is incorporated, provides that unless specifically provided in a corporation's charter, shareholders are not entitled to preemptive rights. (Pennsylvania Business Corporation Law, Section 1530). Article 9 of GPU's Articles of Incorporation now provides GPU shareholders with the right to purchase additional shares of common stock in the event that GPU sells its common stock solely for money and other than (a) through a public offering or through underwriters who agree to make a public offering, (b) pursuant to a dividend reinvestment plan, (c) under an employee stock ownership plan pursuant to the provisions of the Tax Reduction Act of 1975 (TRASOP), or (d) an offering or plan authorized or approved by the shareholders. Accordingly, Article 9 effectively prohibits GPU from issuing a significant number of shares of additional 2 common stock for cash except through a public offering without obtaining prior stockholder approval or first offering its shareholders the right to subscribe to purchase such additional shares. GPU has not made a rights offering to its shareholders since 1977. Preemptive rights originated at a time when corporations were small, had relatively few stockholders and there was little opportunity to purchase additional stock except when a corporation had a new issue. These rights were thus intended under common law to preserve a stockholder's proportionate interest and voting rights, on no less favorable terms, as the result of the issuance of additional shares. The securities of large corporations such as GPU are actively traded; moreover, a substantial percentage of the outstanding shares of large publicly held companies, including GPU, is now owned by large institutional investors. Given the liquidity that the present day capital markets provide to investors and the diminishing participation of individual investors as stockholders, GPU believes that preemptive rights, even to the limited extent they now exist, are no longer a significant benefit to the stockholders and that the elimination of preemptive rights will give GPU greater flexibility to finance its capital requirements. Stockholders who desire to preserve or increase their proportional interest in GPU's common stock may do so through GPU's existing Dividend Reinvestment and Stock Purchase Plan which allows stockholders who desire to do so to increase their holdings of GPU common stock through periodic purchases of 3 additional shares at the market price, without payment of brokerage commissions. D. GPU proposes to submit the proposed amendments to its Articles of Incorporation described herein for consideration and action by its shareholders at the Annual Meeting of Shareholders to be held May 4, 1995, and in connection therewith to solicit proxies from its shareholders. Preliminary copies of the notice of annual meeting, form of proxy and proxy statement for use in connection with the Annual Meeting will be filed by amendment. Adoption of each of the proposed amendments will require the affirmative vote of the holders of a majority of the outstanding shares of GPU's common stock entitled to vote at the Annual Meeting. ITEM 2. FEES, COMMISSIONS AND EXPENSES. The estimated fees, commissions and expenses expected to be incurred in connection with the proposed transactions will be filed by amendment. Certain services in connection with the proposed transactions will be performed at actual cost by GPU Service Corporation, an affiliated service company operating pursuant to the provisions of Section 13 of the Act and the Commission's rules thereunder. In addition, in the event that GPU considers it desirable to do so, it may employ professional proxy solicitors to assist in the solicitation of proxies and pay their expenses and compensation for such assistance. 4 ITEM 3. APPLICABLE STATUTORY PROVISIONS. GPU believes that Sections 6(a), 7 and 12(e) of the Act and Rules 62 and 65 thereunder may be applicable to the proposed transactions. ITEM 4. REGULATORY APPROVALS. No state commission has jurisdiction with respect to any aspect of the proposed transactions and, assuming your Commission authorizes and approves all aspects of the transactions (including the accounting therefor), no Federal commission, other than your Commission, has jurisdiction with respect to any aspect thereof. ITEM 5. PROCEDURE. GPU requests that the effectiveness of this Declaration with respect to the solicitation of proxies be permitted to become effective as provided in Rule 62(d) under the Act and further requests that the Commission issue an order with respect to the other transactions proposed herein at the earliest practicable date, but in any event not later than March 20, 1995. It is further requested that (i) there not be a recommended decision by an Administrative Law Judge or other responsible officer of the Commission, (ii) the Office of Public Utility Regulation be permitted to assist in the preparation of the Commission's decision and (iii) there be no waiting period between the issuance of the Commission's order and the date on which it is to become effective. 5 ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. (a) Exhibits: A-1 - Articles of Incorporation of GPU -- incorporated by reference to Exhibit 3- A of the 1989 Annual Report on Form 10- K, File No. 1-5047 A-2 - Form of Proposed Amendments to Articles 5 and 9 of the Articles of Incorporation A-3 - Preliminary Forms of Notice of Annual Meeting, Proxy Statement and Form of Proxy -- to be filed by amendment B - Not applicable C - Not applicable D - Not applicable E - Not applicable F-1 - Opinion of Berlack, Israels & Liberman -- to be filed by amendment F-2 - Opinion of Ballard Spahr Andrews & Ingersoll -- to be filed by amendment G - Financial Data Schedules -- to be filed by amendment H - Form of public notice (b) Financial Statements -- to be filed by amendment ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS. (a) The proposed transactions will be made in connection with the conduct of GPU's normal business activities. As such, the issuance of an order by your Commission with respect 6 thereto is not a major Federal action significantly affecting the quality of the human environment. (b) No federal agency has prepared or is preparing an environmental impact statement with respect to the various proposed transactions which are the subject hereof. 7 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: February 2, 1995 EX-99 2 EXHIBIT INDEX TO GPU U-1 EXHIBITS TO BE FILED BY EDGAR Exhibits: A-2 - Form of Proposed Amendments to Articles 5 and 9 of the Articles of Incorporation H - Form of public notice EX-99 3 EXHIBIT A2 TO GPU U1 EXHIBIT A-2 Form of Amendment to Articles 5 and 9 of GPU Articles of Incorporation Article 5 will be amended to read in its entirety as follows: "5. The amount of the capital stock of the Corporation is to be $875,000,000, consisting of 350,000,000 shares of common stock of the par value of $2.50 each." Article 9 will be amended to read in its entirety as follows: "9. No holder of common stock of the Corporation shall have, as such holder, any preemptive right to purchase any common stock or other shares or securities of the Corporation." EX-99 4 EXHIBIT H TO GPU U1 EXHIBIT H SECURITIES AND EXCHANGE COMMISSION (RELEASE NO. 35- ; 70- ) GENERAL PUBLIC UTILITIES CORPORATION NOTICE OF PROPOSAL TO AMEND ARTICLES OF INCORPORATION AND SOLICIT PROXIES General Public Utilities Corporation ("GPU"), 100 Interpace Parkway, Parsippany, New Jersey 07054, a registered holding company, has filed a Declaration with the Commission pursuant to Sections 6(a), 7 and 12(e) of the Public Utility Holding Company Act of 1935 (the "Act") and Rules 62 and 65 thereunder. GPU proposes to amend its Articles of Incorporation to (1) increase the number of authorized shares of common stock to 350,000,000 from the present 150,000,000, with a par value of $2.50 each and (2) eliminate the remaining preemptive rights of GPU shareholders to purchase additional shares of GPU common stock. At January 31, 1995, GPU had 115,214,219 shares issued and outstanding, leaving only 34,785,781 shares available for issuance. The proposed increase in the amount of authorized but unissued common stock will provide flexibility to permit GPU to issue additional common stock to meet anticipated equity capital requirements of GPU and its subsidiaries. Such flexibility is desirable to: provide financing for subsidiaries' existing and future construction programs; make cash capital contributions to Energy Initiatives, EI Power and other non-utility subsidiaries in connection with the development of and investment in 1 qualifying facilities, exempt wholesale generators and foreign utility companies; meet general corporate requirements (including under GPU's Dividend Reinvestment and Stock Purchase Plan and various benefit plans); effect a stock split or pay a stock dividend, should the Board of Directors deem it advisable in the future; and engage in possible future transactions requiring the issuance of additional common stock. Such future transactions may include financings, possible restructuring of the GPU System in order to compete more effectively, acquisitions and other measures relating to takeover initiatives directed at GPU or its stockholders. If the proposed amendment is adopted, GPU would be permitted to issue the authorized shares without further stockholder approval, except to the extent otherwise required by law or the Articles of Incorporation or a securities exchange upon which GPU common stock is listed. GPU has requested authority under SEC File No. 70-8455 to issue from time to time through December 31, 1996 up to 5,000,000 additional shares of its common stock. Additional issuances of common stock by GPU will also be subject to the approval of the Commission under the Act. GPU also proposes to eliminate the provision in its Articles of Incorporation which grants holders of GPU common stock preemptive rights to purchase additional shares of GPU common stock in certain limited circumstances. The Pennsylvania Business Corporation law, under which GPU is incorporated, provides that unless specifically provided in a corporation's charter, shareholders are not entitled to preemptive rights. (Pennsylvania Business Corporation Law, Section 1530). Article 9 2 of GPU's Articles of Incorporation now provides GPU shareholders with the right to purchase additional shares of common stock in the event that GPU sells its common stock solely for money and other than (a) through a public offering or through underwriters who agree to make a public offering, (b) pursuant to a dividend reinvestment plan, (c) under an employee stock ownership plan pursuant to the provisions of the Tax Reduction Act of 1975 (TRASOP), or (d) an offering or plan authorized or approved by the shareholders. Accordingly, Article 9 effectively prohibits GPU from issuing a significant number of shares of additional common stock for cash except through a public offering without obtaining prior stockholder approval or first offering its shareholders the right to subscribe to purchase such additional shares. GPU has not made a rights offering to its shareholders since 1977. Given the liquidity that the present day capital markets provide to investors and the diminishing participation of individual investors as stockholders, GPU believes that preemptive rights, even to the limited extent they now exist, are no longer a significant benefit to the stockholders and that the elimination of preemptive rights will give GPU greater flexibility to finance its capital requirements. Adoption of each of the proposed amendments will require the affirmative vote of the holders of a majority of the outstanding shares of GPU's common stock entitled to vote at the Annual Meeting. GPU proposes to submit the proposed amendments to its Articles of Incorporation described herein for consideration and 3 action by its shareholders at the Annual Meeting of Shareholders to be held May 4, 1995, and in connection therewith to solicit proxies from its shareholders. Consequently, GPU requests that the effectiveness of its Declaration with respect to such solicitation of proxies be permitted to become effective as provided in Rule 62(d). It appearing to the Commission that GPU's Declaration regarding the proposed solicitation of proxies should be permitted to become effective forthwith pursuant to Rule 62: IT IS ORDERED, that the Declaration regarding the proposed solicitation of proxies be, and it hereby is, permitted to become effective forthwith, pursuant to Rule 62 and subject to the terms and conditions prescribed in Rule 24 under the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. The Declaration and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by March 17, 1995 to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicant at the address specified above. Proof of service (by affidavit, or in case of any attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issues in 4 this matter. After said date, the Declaration, as it may be amended, may become effective. 5 -----END PRIVACY-ENHANCED MESSAGE-----