-----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, U5MipfkSmj+apEfrm806m9I+bvqSS5kpUyGS6S/WxwAy0p1jExuKMJt4W6oKB+bz WbPQKHJDHQM8lCVHyZggqQ== 0000053456-96-000006.txt : 19960418 0000053456-96-000006.hdr.sgml : 19960418 ACCESSION NUMBER: 0000053456-96-000006 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960417 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08289 FILM NUMBER: 96548061 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 2014558200 POS AMC 1 REPORT-U1 POST EFF #1 Post Effective Amendment No. 1 to SEC File No. 70-8289 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM U-1 APPLICATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act") GPU Generation Corporation ("GENCO") 1001 Broad Street Johnstown, Pennsylvania 15907 JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L") 300 Madison Avenue Morristown, New Jersey 07960 METROPOLITAN EDISON COMPANY ("MET-ED") PENNSYLVANIA ELECTRIC COMPANY ("PENELEC") 2800 Pottsville Pike Reading, Pennsylvania 19640 (Names of companies filing this statement and addresses of principal executive offices) GENERAL PUBLIC UTILITIES CORPORATION ("GPU") (Name of top registered holding company parent of applicants) T. G. Howson, Vice President W. Edwin Ogden, Esq. and Treasurer Ryan, Russell, Ogden & Seltzer M. A. Nalewako, Secretary 1100 Berkshire Boulevard M. J. Connolly, Esq., Director P.O. Box 6219 of Legal Services Reading, Pennsylvania 19610 GPU Service Corporation 100 Interpace Parkway Robert C. Gerlach, Esq. Parsippany, New Jersey 07054 Ballard Spahr Andrews & Ingersoll 1735 Market Street R. S. Cohen, Secretary Philadelphia, Pennsylvania Jersey Central Power & Light 19103 Company 300 Madison Avenue Douglas E. Davidson, Esq. Morristown, New Jersey 07960 Berlack, Israels & Liberman LLP 120 West 45th Street William C. Matthews, II, New York, New York 10036 Secretary Metropolitan Edison Company 2800 Pottsville Pike Reading, Pennsylvania 19640 (Names and addresses of agents for service) A. By Order dated December 15, 1993 (HCAR No. 35-25948), the Commission, among other things, authorized JCP&L, Met-Ed and Penelec (collectively, the "Operating Companies") to enter into, from time to time, operation and maintenance agreements ("O&M Agreements") with non-utility generation facilities ("NUGs"), (i) with which an Operating Company has entered into a power purchase agreement, or (ii) which are otherwise located within the service territory of one of the Operating Companies or that of an adjacent utility. The fees and other terms and conditions of each O&M Agreement were to be as negotiated between the Operating Company and the NUG facility owner, and were expected to be market-based. In the December 15, 1993 Order, the Commission reserved jurisdiction pending completion of the record over the performance by the Operating Companies of the operation and maintenance services ("O&M Services") to be performed under the O&M Agreements for NUGs located (i) in New Jersey, or (ii) within the service territories of the Operating Companies or adjacent service territories, but with which an Operating Company does not have a power purchase agreement. B. By Order dated January 26, 1996 (HCAR No. 35-26463) in SEC File No. 70-8409, the Commission, among other things, authorized GPU to organize and acquire all of the capital stock of GENCO. In accordance with that Order, GENCO has been organized to operate, maintain and rehabilitate the non-nuclear generation facilities owned and/or operated by the Operating Companies pursuant to service contracts and/or an operating agreement. GENCO will also design, construct, start up and test any new non-nuclear generation facilities that the Operating -1- Companies may require in the future, and will be responsible for budgeting, accounting, and other data collection, and for customary generation support activities, such as procurement of materials, supplies, outside services, fuel and fuel supplies as requested. C. Inasmuch as the operating and maintenance functions for the non-nuclear generation facilities of the GPU System have now been consolidated in GENCO as described above, the O&M Services to be performed under the O&M Agreements contemplated in the December 15, 1993 Order must now be performed by or through GENCO. For example, various management and other non-bargaining unit employees formerly employed by the Operating Companies who are now employees of GENCO have expertise regarding the performance of particular O&M Services contemplated by the December 15, 1993 Order, such as pre-start-up service, operation staff development and long-term operation, maintenance and administration. D. GENCO expects that O&M Services for NUGs would be undertaken by available personnel and would involve the use of only a limited amount of such resources. Thus, there will be no diversion of GENCO personnel or resources that will adversely affect any Operating Subsidiary's domestic customers or GPU's shareholders. E. GENCO will not enter into an O&M Agreement for a NUG facility at market based prices where such facility has a power purchase agreement with an Operating Company providing for adjustment in the rate to be paid for energy or capacity sold thereunder based directly upon the cost of O&M Services. GENCO -2- will separately account for all revenues received and expenses incurred (including allocable overheads) in providing O&M Services. F. The estimated fees, commissions and expenses to be incurred in connection with the proposed transactions will be supplied by further post-effective amendment. G. It is believed that Sections 9(a) and 10 of the Act are applicable to the transactions proposed herein. H. It is requested that GENCO be authorized to report, annually on or before May 1 of each year, in an Exhibit to the Annual Report on U-5-S filed by GPU, information as to the net profit for the previous year from NUGs for O&M Services attributable to each O&M Agreement, the number of GENCO employees performing O&M Services for NUGs on a regular basis during the previous year, and the identity of each NUG with which an O&M Agreement has been executed during the previous year. The foregoing shall be in lieu of any certificates of completion or partial completion otherwise required by Rule 24 under the Act. I. No state or Federal commission other than your Commission has jurisdiction with respect to any aspect of the proposed transactions, except that agreements providing for the operation of generating stations which are deemed to give control and decisionmaking authority to the operator may be subject to the jurisdiction of the Federal Energy Regulatory Commission under the Federal Power Act. J. It is requested that the Commission issue an order with respect to the transactions proposed herein at the earliest practicable date, but in any event not later than May 15, 1996. -3- 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. K. The following additional exhibits and financial statements are filed in Item 6 hereof: (a) Exhibits: A - None. B-1 - Form of O&M Agreement -- incorporated by reference to Exhibit B filed as part of Amendment No. 1 in this docket. C - None. D - None. E - None. F-1 - Opinion of Berlack, Israels & Liberman LLP -- to be filed by amendment. F-2 - Opinion of Michael J. Connolly, Esq. -- to be filed by amendment. G - Proposed form of public notice. (b) Financial Statements: 1 - GENCO financial statements have been omitted because the proposed transactions will not have a material effect thereon. 2 - GPU Consolidated Financial Statements have been omitted because the proposed transactions would not have a material effect thereon. 3 - None. 4 - None. -4- L. The proposed transactions are for the purpose of carrying out GENCO's business activities. As such, the issuance of an order by your Commission with respect to the proposed transactions which are the subject hereof is not a major Federal action significantly affecting the quality of the human environment. M. No Federal agency has prepared or is preparing an environmental impact statement with respect to the proposed transactions which are the subject hereof. Reference is made to paragraph I hereof regarding regulatory approvals with respect to the proposed transactions. -5- 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 UNDER- SIGNED THEREUNTO DULY AUTHORIZED. GPU GENERATION CORPORATION JERSEY CENTRAL POWER & LIGHT COMPANY METROPOLITAN EDISON COMPANY PENNSYLVANIA ELECTRIC COMPANY By: ________________________________ T. G. Howson Vice President and Treasurer Date: April 17, 1996 EX-99 2 EXHIBIT INDEX EXHIBIT TO BE FILED BY EDGAR Exhibit: G - Proposed form of public notice. EX-99 3 EXHIBIT 1 EXHIBIT G SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ; 70- ) GPU GENERATION CORPORATION, et al. GPU GENERATION CORPORATION, 1001 Broad Street, Johnstown, Pennsylvania 15907 ("GENCO"), a non-utility subsidiary of General Public Utilities Corporation ("GPU"), and GPU's electric utility subsidiaries, JERSEY CENTRAL POWER & LIGHT COMPANY, 300 Madison Avenue, Morristown, New Jersey 07962 ("JCP&L"), METROPOLITAN EDISON COMPANY, P.O. Box 16001, Reading, Pennsylvania 19640 ("Met-Ed"), and PENNSYLVANIA ELECTRIC COMPANY, P.O. Box 16001, Reading, Pennsylvania 19640 ("Penelec"; together with JCP&L and Met-Ed, the "Operating Companies"), have filed a post-effective amendment under Sections 9(a) and 10 of the Public Utility Holding Company Act of 1935 (the "Act"). By Order dated December 15, 1993 (HCAR No. 35-25948), the Commission, among other things, authorized the Operating Companies to enter into, from time to time, operation and maintenance agreements ("O&M Agreements") with non-utility generation facilities ("NUGs"), (i) with which an Operating Company has entered into a power purchase agreement, or (ii) which are otherwise located within the service territory of one of the Operating Companies or that of an adjacent utility. The fees and other terms and conditions of each O&M Agreement were to be as negotiated between the Operating Company and the NUG facility owner, and were expected to be market-based. In the -1- December 15, 1993 Order, the Commission reserved jurisdiction pending completion of the record over the performance by the Operating Companies of the operation and maintenance services ("O&M Services") to be performed under the O&M Agreements for NUGs located (i) in New Jersey, or (ii) within the service territories of the Operating Companies or adjacent service territories, but with which an Operating Company does not have a power purchase agreement. By Order dated January 26, 1996 (HCAR No. 35-26463) in SEC File No. 70-8409, the Commission, among other things, authorized GPU to organize and acquire all of the capital stock of GENCO. In accordance with that Order, GENCO has been organized to operate, maintain and rehabilitate the non-nuclear generation facilities owned and/or operated by the Operating Companies pursuant to service contracts and/or an operating agreement. GENCO will also design, construct, start up and test any new non-nuclear generation facilities that the Operating Companies may require in the future, and will be responsible for budgeting, accounting, and other data collection, and for customary generation support activities, such as procurement of materials, supplies, outside services, fuel and fuel supplies as requested. Inasmuch as the operating and maintenance functions for the non-nuclear generation facilities of the GPU System have now been consolidated in GENCO as described above, the O&M Services to be performed under the O&M Agreements contemplated in the December 15, 1993 Order must now be performed by or through GENCO. For example, various management and other non-bargaining -2- unit employees formerly employed by the Operating Companies who are now employees of GENCO have expertise regarding the performance of particular O&M Services contemplated by the December 15, 1993 Order, such as pre-start-up service, operation staff development and long-term operation, maintenance and administration. GENCO expects that O&M Services for NUGs would be undertaken by available personnel and would involve the use of only a limited amount of such resources. Thus, there will be no diversion of GENCO personnel or resources that will adversely affect any Operating Subsidiary's domestic customers or GPU's shareholders. GENCO will not enter into an O&M Agreement for a NUG facility at market based prices where such facility has a power purchase agreement with an Operating Company providing for adjustment in the rate to be paid for energy or capacity sold thereunder based directly upon the cost of O&M Services. GENCO will separately account for all revenues received and expenses incurred (including allocable overheads) in providing O&M Services. The post-effective amendment 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 _________, 1996 to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants at the addresses specified above. Proof of service (by affidavit or, in case of an attorney at law, by certificate) -3- 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 issued in this matter. After said date, the post-effective amendment, as amended or as it may be further amended, may be granted. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary -4- -----END PRIVACY-ENHANCED MESSAGE-----