-----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, I3hq4Gfv4f4W193a2DgPTczv2zrvs2jY1+JqwsqSa5mQ7b5tZ2ow9A9hkYnWbxpg 8y7gJAM7O4UEg+3kPtUsoQ== 0000040779-95-000098.txt : 19951214 0000040779-95-000098.hdr.sgml : 19951214 ACCESSION NUMBER: 0000040779-95-000098 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951213 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08455 FILM NUMBER: 95601441 BUSINESS ADDRESS: STREET 1: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2012636500 POS AMC 1 REPORT Post-Effective Amendment No.3 to SEC File No. 70-8455 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, Vice President and Douglas E. Davidson, Esq. Treasurer Berlack, Israels & Liberman LLP 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) GPU hereby post-effectively amends its Declaration on Form U-1, as heretofore amended, docketed in SEC File No. 70- 8455, as follows: 1. GPU submits that all of the criteria of Rule 54 under the Act with respect to the issuance and sale of Additional Common Stock are satisfied. (i) 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, 1994 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, as filed under the Securities Exchange Act of 1934, was approximately $1.87 billion. As of September 30, 1995, GPU had invested, or committed to invest, directly or indirectly, an aggregate of approximately $63.2 million in exempt wholesale generators ("EWGs") and $547,000 in foreign utility companies ("FUCOs"), representing approximately 3% of such average consolidated retained earnings. Accordingly, GPU's aggregate investment in EWGs and FUCOs, including amounts invested pursuant to all other outstanding or pending authorizations ($500 million in SEC File No. 70-7727, $30 million in SEC File No. 70-8369, $130 million in SEC File No. 70-8455, $200 million in SEC File No. 70-7926 and $500 million in SEC File No. 70-8593) will not at any time exceed the 50% limitation in Rule 53. 1 (ii) GPU maintains books and records to identify investments in, and earnings from, each EWG and FUCO in which it directly or indirectly holds an interest. (A) For each United States EWG in which GPU directly or indirectly holds an interest: (1) the books and records for such EWG will be kept in conformity with United States generally accepted accounting principles ("GAAP"); (2) the financial statements will be prepared in accordance with GAAP; and (3) GPU directly or through its subsidiaries undertakes to provide the Commission access to such books and records and financial statements as the Commission may request. (B) For each FUCO or foreign EWG which is a majority-owned subsidiary of GPU: (1) the books and records for such subsidiary will be kept in accordance with GAAP; (2) the financial statements for such subsidiary will be prepared in accordance with GAAP; and 2 (3) GPU directly or through its subsidiaries undertakes to provide the Commission access to such books and records and financial statements, or copies thereof in English, as the Commission may request. (C) For each FUCO or foreign EWG in which GPU owns 50% or less of the voting securities, GPU directly or through its subsidiaries will proceed in good faith, to the extent reasonable under the circumstances, to cause (1) such entity to maintain books and records in accordance with GAAP; (2) the financial statements of such entity to be prepared in accordance with GAAP; and (3) access by the Commission to such books and records and financial statements (or copies thereof) in English as the Commission may request and, in any event, GPU will provide the Commission, on request, copies of such materials as are made available to GPU and its subsidiaries. If and to the extent that such entity's books, records or financial statements are not maintained in accordance with GAAP, GPU will, upon request of the Commission, describe and quantify each material variation therefrom as and to the extent 3 required by subparagraphs (a) (2) (iii) (A) and (a) (2) (iii) (B) of Rule 53. (iii) No more than 2% of GPU's domestic public utility subsidiary employees will render any services, directly or indirectly, to EWGs and FUCOs in which GPU directly or indirectly holds an interest. (iv) Copies of this Declaration on Form U-1 are being provided to the New Jersey Board of Public Utilities, the Pennsylvania Public Utility Commission and the New York Public Service Commission, the only federal, state or local regulatory agencies having jurisdiction over the retail rates of GPU's electric utility subsidiaries. In addition, GPU will submit to each such commission copies of any Rule 24 certificates required hereunder, as well as a copy of Item 9 of GPU's Form U5S and Exhibits G and H thereof (commencing with the Form U5S to be filed for the calendar year in which the authorization herein requested is granted). (v) None of the provisions of paragraph (b) of Rule 53 render paragraph (a) of that Rule unavailable for the proposed transactions. (A) Neither GPU nor any subsidiary of GPU is the subject of any pending bankruptcy or similar proceeding. 4 (B) GPU's average consolidated retained earnings for the four most recent quarterly periods (approximately $1.87 billion) represented an increase of approximately $47 million (or approximately 2.6%) in the average consolidated retained earnings for the previous four quarterly periods (approximately $1.82 billion). (C) GPU did not incur operating losses from direct or indirect investments in EWGs and FUCOs in 1994 in excess of 5% of GPU's December 31, 1994 consolidated retained earnings. (vi) In accordance with Rule 54, the requirements of Rule 53(a), (b) and (c) are fulfilled. 2. By amending Item 3 thereof to read in its entirety as follows: "ITEM 3. APPLICABLE STATUTORY PROVISIONS. Sections 6(a), 7 and 32 of the Act and Rules 53 and 54 thereunder are applicable to the proposed transactions." 5 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 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----