-----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, Rj0pVkSjy+La6o5NOSYa8ENivbGMmriqo9j9nRF39T9/mkZeXszq28g2CfrgseUo yCYCWV2GKPb/acbJolpVSg== 0000040779-98-000106.txt : 19981109 0000040779-98-000106.hdr.sgml : 19981109 ACCESSION NUMBER: 0000040779-98-000106 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981106 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: 070-09309 FILM NUMBER: 98739494 BUSINESS ADDRESS: STREET 1: C/O GPU SERVICE INC STREET 2: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: C/O GPU SERVICE INC STREET 2: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 07962 U-1/A 1 U-1/A - AMENDMENT 2 Amendment No. 2 to SEC File No. 70-9309 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-l DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act") GPU, INC. ("GPU") 300 Madison Avenue Morristown, New Jersey 07962 JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L") PENNSYLVANIA ELECTRIC COMPANY ("Penelec") METROPOLITAN EDISON COMPANY ("Met-Ed") 2800 Pottsville Pike Reading, Pennsylvania 19605 --------------------------- (Names of companies filing this statement and addresses of principal executive offices) GPU, INC. --------- (Name of top registered holding company parent of applicants) Scott L. Guibord Douglas E. Davidson, Esq. Secretary Berlack, Israels & Liberman LLP Jersey Central Power & 120 West 45th Street Light Company New York, New York 10036 Metropolitan Edison Company Pennsylvania Electric Company 2800 Pottsville Pike Reading, Pennsylvania 19605 M.A. Nalewako, Secretary Michael J. Connolly, Esq., Assistant General Counsel GPU Service, Inc. 300 Madison Avenue Morristown, New Jersey 07962 (Names and addresses of agents for service) GPU, JCP&L, Met-Ed and Penelec hereby post-effectively amend their Declaration on Form U-1, as heretofore amended, docketed in SEC File No. 70-9309, as follows: 1. By completing Item 2 thereof to read in its entirety as follows: ITEM 2. FEES, COMMISSIONS AND EXPENSES. -------------------------------- The Applicants estimate that the fees, commissions and expenses to be incurred in connection with the proposed transactions will be as follows: Legal Fees: Berlack, Israels, & Liberman LLP $10,000.00 Ballard Spahr Andrews & Ingersoll, LLP $ 500.00 Miscellaneous $ 2,500.00 ---------- Total $13,000.00 2. By filing the following exhibits in Item 6 thereof: F-1 - Opinion of Berlack, Israels & Liberman LLP. F-2 - Opinion of Ballard Spahr Andrews & Ingersoll, LLP. H - Pro Forma Capitalization. 2 SIGNATURE --------- PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. GPU, INC. JERSEY CENTRAL POWER & LIGHT COMPANY METROPOLITAN EDISON COMPANY PENNSYLVANIA ELECTRIC COMPANY By: /s/ T. G. Howson ------------------ T. G. Howson, Vice President and Treasurer Dated: November 6, 1998 3 EX-99 2 EXHIBIT INDEX Exhibits to be Filed with EDGAR Exhibits F-1 - Opinion of Berlack, Israels & Liberman LLP. F-2 - Opinion of Ballard Spahr Andrews & Ingersoll, LLP. H - Pro Forma Capitalization. EX-99 3 EXHIBIT F-1 Exhibit F-1 ----------- November 6, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: GPU, Inc. Jersey Central Power & Light Company Metropolitan Edison Company Pennsylvania Electric Company Declaration on Form U-1 SEC File No. 70-9309 -------------------- Ladies and Gentlemen: We have examined the Declaration on Form U-1, dated June 10, 1998, under the Public Utility Holding Company Act of 1935 ("Act"), filed by GPU, Inc. ("GPU"), a Pennsylvania corporation, and its subsidiaries Jersey Central Power & Light Company ("JCP&L"), a New Jersey corporation, Metropolitan Edison Company ("Met-Ed"), a Pennsylvania corporation, and Pennsylvania Electric Company ("Penelec"), a Pennsylvania corporation (JCP&L, Met-Ed and Penelec are collectively referred to as the "Operating Companies"), with the Securities and Exchange Commission ("Commission"), and docketed by the Commission in SEC File No. 70-9309, as amended by Amendment No. 1 thereto, dated September 24, 1998 and Amendment No. 2 thereto, dated this date, of which this opinion is to be a part. (The Declaration, as so amended and as thus to be amended, is hereinafter referred to as the "Declaration"). The Declaration requests authorization for GPU to execute and deliver letter of credit reimbursement agreements or guarantees thereof ("collectively L/C Reimbursement Agreements") from time to time through December 31, 2006 in respect of letters of credit having an aggregate face amount of up to $40 million ("L/Cs"). The L/Cs will be furnished by GPU Service, Inc. ("GPUS") on behalf of the Operating Companies and/or GPUS, GPU Nuclear, Inc. Securities and Exchange Commission November 6, 1998 Page 2 and GPU Generation, Inc. to their insurance carriers providing workers compensation insurance coverage. We have been counsel to GPU and its subsidiaries for many years. In that connection, we have participated in various proceedings relating to the issuance of securities by 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 are members of the Bar of the State of New York and do not purport to be expert on the laws of any jurisdiction other than the laws of the States of New York. The opinions expressed herein are limited to matters governed by the laws of the State of New York and the Federal laws of the United States. As to all matters which are governed by the laws of the Commonwealth of Pennsylvania, we have relied on the opinion of Ballard Spahr Andrews & Ingersoll, LLP filed as Exhibit F-2 to the Declaration. Based upon and subject to the foregoing, and assuming that (i) the transactions therein proposed are carried out in accordance with the Declaration, and (ii) the L/C Reimbursement Agreements are issued in compliance with applicable guarantee limitations in GPU's revolving credit agreement and third party guarantees, we are of the opinion that when the Commission shall have entered an order forthwith permitting the Declaration to become effective, (a) all State laws applicable to the proposed transactions will have been complied with; (b) GPU is validly organized and duly existing; (c) the L/C Reimbursement Agreements will be valid and binding obligations of GPU in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally and general principles of equity limiting the availability of equitable remedies; and Securities and Exchange Commission November 6, 1998 Page 3 (d) the consummation of the transactions proposed in the Declaration 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, BERLACK, ISRAELS & LIBERMAN LLP EX-99 4 EXHIBIT F-2 Exhibit F-2 ----------- November 5, 1998 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: GPU, Inc. Jersey Central Power & Light Company Metropolitan Edison Company Pennsylvania Electric Company Declaration on Form U-1 SEC File No. 70-9309 -------------------- Ladies and Gentlemen: We have examined the Declaration on Form U-1, dated November 21, 1996, under the Public Utility Holding Company Act of 1935 ("Act"), filed by GPU, Inc. ("GPU"), a Pennsylvania corporation, and its subsidiaries Jersey Central Power & Light Company ("JCP&L"), a New Jersey corporation, Metropolitan Edison Company ("Met-Ed"), a Pennsylvania corporation, and Pennsylvania Electric Company ("Penelec"), a Pennsylvania corporation (JCP&L, Met-Ed and Penelec are collectively referred to as the "Operating Companies"), with the Securities and Exchange Commission ("Commission"), and docketed by the Commission in SEC File No. 70-9309, as amended by Amendment No. 1 thereto, dated September 24, 1998, and Amendment No. 2 thereto, dated this date, of which this opinion is to be a part. (The Declaration, as so amended and as thus to be amended, is hereinafter referred to as the "Declaration"). The Declaration requests authorization for GPU to execute and deliver letter of credit reimbursement agreements or guaranties ("L/C Reimbursement Agreements") from time to time through December 31, 2006 in respect of letters of credit having an aggregate face amount of up to $40 million ("L/Cs"). The L/Cs will be furnished by GPU Service, Inc. (AGPUS@) on behalf of the Operating Companies, GPU Nuclear, Inc., GPUS and GPU Generation, Inc. (collectively, the "Service Companies") to their insurance carriers providing workers compensation insurance coverage. We have been Pennsylvania counsel to GPU for many years. In that capacity and as counsel to GPU's subsidiary, Penelec, we have participated in or reviewed various proceedings relating to the issuance of securities by GPU and Penelec, and we are familiar with the terms of the outstanding securities of GPU and Penelec. Based upon and subject to the foregoing, and assuming (x) that the transactions proposed in the Declaration are carried out in accordance therewith, and (y) the L/C Reimbursement Agreements are issued in compliance with the applicable limitations of GPU's revolving credit agreement and third party guarantees, we are of the opinion, insofar as matters of Pennsylvania law are concerned, that when the Commission shall have entered an order forthwith permitting the Declaration to become effective, (a) all Pennsylvania laws applicable to the proposed transactions by GPU will have been complied with; (b) GPU is validly organized and duly existing; (c) the L/C Reimbursement Agreements will be valid and binding obligations of GPU; and (d) the consummation of the transactions proposed in the Declaration will not violate the legal rights of the holders of any securities issued by GPU or Penelec or any subsidiary of Penelec. 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, Ballard Spahr Andrews & Ingersoll, LLP EX-99 5 EXHIBIT H EXHIBIT H SEC File No. 70-9309 CAPITALIZATION AND CAPITALIZATION RATIOS ---------------------------------------- (IN THOUSANDS) The actual and pro forma capitalization of GPU, Inc. and Subsidiary Companies at June 30, 1998 is as follows: Actual Pro Forma (3) ------------------------ ------------------ Amount % Amount % ------------- ----- ---------- ---- Long-term debt(1) $4,392,057 51.4 $4,392,057 51.4 Notes payable 487,160 5.7 487,160 5.7 Preferred stock (2) 155,478 1.8 155,478 1.8 Subsidiary-obligated mandatorily redeemable preferred securities 330,000 3.9 330,000 3.9 Common equity 3,172,886 37.2 3,172,886 37.2 --------- ----- --------- ----- $8,537,581 100.0 $8,537,581 100.0 ========== ===== ========== ===== (1) Includes securities due within one year of $350,671. (2) Includes securities due within one year of $2,500. (3) The guarantee of letters of credit reimbursement agreements will not have a pro forma impact on GPU's capitalization. Accordingly, there are no pro forma adjustments. The pro forma capitalization excludes approximately $735 million of GPU's proportionate share of non-recourse debt used to finance the acquisition of exempt wholesale generators and foreign utility companies, as defined under the Public Utility Holding Company Act of 1935, which debt is not consolidated for financial reporting purposes. After giving effect to the non-recourse debt, the pro forma percentages would be as follows: Long-term debt 55.3%; Notes payable 5.2%; Preferred stock 1.7%; Subsidiary-obligated mandatorily redeemable preferred securities 3.6%; and Common equity 34.2%. -----END PRIVACY-ENHANCED MESSAGE-----