-----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, EQqhRyjmPiOoL9246d9ylXyFu1wpamh6oqqklB4PPhW6CC6u+z2cIhAjK6FsI9x4 ygICRwYPNNidaHKAVuXRUQ== 0000053456-96-000019.txt : 19961023 0000053456-96-000019.hdr.sgml : 19961022 ACCESSION NUMBER: 0000053456-96-000019 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961021 EFFECTIVENESS DATE: 19961021 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JERSEY CENTRAL POWER & LIGHT CO CENTRAL INDEX KEY: 0000053456 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 210485010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-51037 FILM NUMBER: 96645811 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 2014558200 S-8 POS 1 POST EFF #2 Registration Statement No. 33-51037 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GPU, INC. (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization 13-5516989 (I.R.S. employer identification no.) 100 Interpace Parkway, Parsippany, New Jersey 07054-1149 (Address of principal executive offices) (Zip code) JERSEY CENTRAL POWER & LIGHT COMPANY EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES (Full title of the plan) T.G. Howson, Vice President and Treasurer GPU, Inc. 100 Interpace Parkway Parsippany, New Jersey 07054 (Name and address of agent for service) (201) 263-6500 (Telephone number, including area code, of agent for service) Copies to: Mary A. Nalewako, Secretary Douglas E. Davidson, Esq. GPU, Inc. Berlack, Israels & Liberman LLP 100 Interpace Parkway 120 West 45th Street Parsippany, New Jersey 07054 New York, New York 10036 (201) 263-6500 (212) 704-0100 Item 8. Exhibits. 4(b)(i) Second Amendment to Trust Agreement for the GPU System Companies Master Savings Plan Trust dated as of September 1, 1995. 2 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey on this 21st day of October, 1996. GPU, INC. By: * J.R. Leva Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated. Signature and Title Date * October 21, 1996 J.R. Leva, Chairman and Chief Executive Officer (Principal Executive Officer) * October 21, 1996 F. D. Hafer, President * October 21, 1996 J.G. Graham, Senior Vice President (Principal Financial Officer) * October 21, 1996 F.A. Donofrio, Vice President and Comptroller (Principal Accounting Officer) 3 * October 21, 1996 T.H. Black, Director * October 21, 1996 H.F. Henderson, Jr., Director * October 21, 1996 J.M. Pietruski, Director * October 21, 1996 C.A. Rein, Director * October 21, 1996 P.R. Roedel, Director * October 21, 1996 B. Townsend, Director * October 21, 1996 C.A.H. Trost, Director * October 21, 1996 P.K. Woolf, Director *By: T.G. Howson, Attorney-in-Fact 4 EX-99 2 EXHIBIT INDEX EXHIBITS TO BE FILED BY EDGAR Item 8. Exhibits. 4(b)(i) Second Amendment to Trust Agreement for the GPU System Companies Master Savings Plan Trust dated as of September 1, 1995. EX-99 3 EXHIBIT 4 (B)(I) EXHIBIT 4(b)(i) SECOND AMENDMENT TO TRUST AGREEMENT FOR THE GPU SYSTEM COMPANIES MASTER SAVINGS PLAN TRUST THIS SECOND AMENDMENT, dated as of September 1, 1995, to the Trust Agreement for the GPU System Companies Master Savings Plan Trust. WITNESSETH: WHEREAS, Fidelity Management Trust Company (the "Trustee") and GPU Service Corporation, GPU Nuclear Corporation, Jersey Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric Company, Energy Initiatives, Inc., Prime Energy Limited Partnership and Onondaga Cogeneration Limited Partnership (collectively, the "Companies") heretofore entered into a trust agreement, which was amended and restated effective as of January 1, 1995 and was further amended by the First Amendment as of June 7, 1995 (the "Trust Agreement"), establishing the GPU System Companies Master Savings Plan Trust; and WHEREAS, the Trustee and the Companies wish to amend the Trust Agreement in the manner hereinafter provided; NOW, THEREFORE, the Trustee and the Companies hereby amend the Trust Agreement as of September 1, 1995 as follows: 1. The following provisions of the Trust Agreement and the Exhibits thereto are amended to substitute the name "PELP Bargaining Unit Plans" for the name "PELP Retirement Plan for Bargaining Unit Employees" wherever such name appears therein: Section 1.1, in the definitions of "Administrative Committee", Investment Committee" and "Partnership Plans", Section 8.4, Section 9.1(a) and (b), Part 3 of Exhibit E and Part 3 of Exhibit F. 2. Section 1.1 of the Trust Agreement is further amended by inserting the following definition after the definition of "Partnership Plans": "PELP Bargaining Unit Plans" shall mean the PELP 401(k) Plan for Bargaining Unit Employees and the PELP Retirement Plan for Bargaining Unit Employees. 3. The first sentence of Section 4.9(a) of the Trust Agreement is hereby amended to read as follows: (a) Except as otherwise provided in subsection (e) below, all purchases and sales of GPU Stock shall be effected in open-market transactions. 4. The first sentence of Section 4.9(b) of the Trust Agreement is hereby amended to read as follows: (b) Purchases (other than purchases made pursuant to subsection (e) below) and sales of GPU Stock shall be executed through such brokers as the Trustee shall selected in its discretion. 5. Section 4.9 is hereby amended by adding at the end of subsection (d) thereof the following new subsection: (e) If the Companies shall so direct in a written notice furnished to the Trustee, all shares of GPU Stock to be acquired to implement Participants' investment elections and to accomplish the reinvestment of dividends payable on GPU Stock held in the Trust Fund, shall be acquired by purchase of shares of GPU Stock directly from General Public Utilities Corporation. Such notice shall be furnished to the Trustee at least five business days prior to the date on which such direction is to become effective. Shares so acquired shall be purchased at a price per share equal to the per-share 4:00 P.M. New York Stock Exchange Closing Price for GPU Stock for the date on which the purchase of such shares is executed. No commission shall be charged with respect to any purchase of GPU Stock made pursuant to this subsection (e). Any direction furnished by the Companies to the Trustee pursuant to this section (c) shall remain in effect until revoked by the Companies. Any such revocation shall be in writing, and shall be furnished to the Trustee at least five business days prior to the date on which such revocation is to be effective. 6. Section 9.1(b) of the Trust Agreement is amended to substitute the word "Plans" for the word "Plan" in the final place the word "Plan" appears therein. 7. Exhibit A of the Trust Agreement is amended to include the PELP 401(k) Plan for Bargaining Unit Employees as a "Plan", and to indicate that Prime Energy Limited Partnership is the "Adopting Company" thereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their respective names by their duly authorized officers as of the day and year first above written. GPU SERVICE CORPORATION GPU NUCLEAR CORPORATION JERSEY CENTRAL POWER & LIGHT COMPANY METROPOLITAN EDISON COMPANY PENNSYLVANIA ELECTRIC COMPANY ENERGY INITIATIVES, INC. By: /s/ J.R. Leva J.R. Leva, Chairman, GPU Service Corporation Energy Initiatives, Inc. Chairman of the Board, GPU Nuclear Corporation Jersey Central Power & Light Company Metropolitan Edison Company Pennsylvania Electric Company ATTEST: Mary A. Nalewako PRIME ENERGY LIMITED PARTNERSHIP By ELMWOOD ENERGY CORPORATION, General Partner By: /s/ B.L. Levy B.L. Levy, President ATTEST: K.A. Tomblin ONONDAGA COGENERATION LIMITED PARTNERSHIP By GEDDES COGENERATION CORPORATION General Partner By: /s/ B.L. Levy B.L. Levy, President ATTEST: K.A. Tomblin FIDELITY MANAGEMENT TRUST COMPANY 3 -----END PRIVACY-ENHANCED MESSAGE-----