U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended September 30, 1997
GPU, Inc. (File No. 074-00023)
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(Name of Registered Holding Company)
100 Interpace Parkway, Parsippany, NJ 07054
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(Address of Principal Executive Offices)
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GPU, Inc.
Quarterly Report Pursuant to Rule 58 of
the Public Utility Holding Company Act of 1935
For the quarterly period ended September 30, 1997
Table of Contents
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Item
No. Title Page
- --- ----- ----
1 Organization Chart 1
2 Issuances and Renewals of Securities and
Capital Contributions 3
3 Associate Transactions 4
4 Summary of Aggregate Investment 7
5 Other Investments 8
6 Financial Statements and Exhibits:
A - Financial Statements 9
B - Exhibits 10
C - Certificate of GPU, Inc. 11
Signature 12
Note: All dollar amounts shown in this Form U-9C-3 are expressed in
thousands except for the amounts presented in the financial
statements (Exhibit A), which are expressed in whole dollars.
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<CAPTION>
ITEM 1 - ORGANIZATION CHART
Energy (ERC)
or Gas (GRC) Date of State of Percentage of Voting Nature of
Name of Reporting Company Related Company Organization Organization Securities Held ** Business
- ---------------------------------- --------------- ------------ ------------ -------------------- ---------
<S> <C> <C> <C> <C> <C>
GPU, Inc. (a)
GPU Advanced Resources, Inc. ERC 09/13/96 Delaware 100.0% (b)
GPU International, Inc. (a)
Elmwood Energy Corporation ERC 02/13/87 New Jersey 100.0 (c),(d)
Prime Energy Limited Partnership ERC 05/08/86 New Jersey 50.0 (d)
Camchino Energy Corporation ERC 04/26/89 Delaware 100.0 (c),(d)
OLS Power Limited Partnership ERC 08/02/89 Delaware 1.0 (c)
OLS Acquisition Corporation ERC 05/03/89 Delaware 100.0 (c)
OLS Energy - Chino ERC 08/08/84 California 100.0 (d)
OLS Energy - Camarillo ERC 08/08/84 California 100.0 (d)
OLS Energy - Berkeley ERC 09/05/85 California 100.0 *
Geddes Cogeneration Corporation ERC 03/23/89 New York 100.0 (c),(d)
Onondaga Cogeneration
Limited Partnership ERC 06/08/88 New York 50.0 (d)
EI Selkirk, Inc. ERC 10/31/94 Delaware 100.0 (c)
Selkirk Cogeneration Partners
Limited Partnership ERC 06/06/90 Delaware 19.2 (d)
NCP Energy, Inc. ERC 11/21/89 California 100.0 (c),(d)
Syracuse Orange Partners L.P. ERC 04/02/91 Delaware 4.9 (c)
Project Orange Associates L.P. ERC 05/12/88 Delaware 4.4 (d)
New Lake Corporation ERC 01/02/97 Florida -- (c)
NCP Lake Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d)
NCP New York, Inc. ERC 07/09/93 Delaware 100.0 *
NCP Brooklyn Power, Inc. ERC 07/09/93 Delaware 100.0 *
NCP Gem, Inc. ERC 05/23/91 Delaware 100.0 (c)
Lake Investment, L.P. ERC 05/23/91 Delaware 100.0 (c)
Lake Cogen, Ltd. ERC 03/13/91 Florida 49.9 (d)
NCP Pasco, Inc. ERC 05/23/91 Delaware 100.0 (c)
NCP Dade Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d)
Dade Investment, L.P. ERC 05/23/91 Delaware 100.0 (c)
Pasco Cogen, Ltd. ERC 03/13/91 Florida 49.9 (d)
NCP Houston Power, Inc. ERC 12/02/93 Delaware 100.0 (c),(d)
NCP Perry, Inc. ERC 12/02/93 Delaware 100.0 (c)
Mid-Georgia Cogen, L.P. ERC 12/03/93 Delaware 100.0 (d)
EI Services, Inc. ERC 10/07/93 Delaware 100.0 (d)
NCP Ada Power, Inc. ERC 07/31/93 California 100.0 *
Umatilla Groves, Inc. ERC 06/17/92 Delaware 100.0 *
Armstrong Energy Corporation ERC 07/14/88 New Jersey 100.0 *
AEC/REF Fuel, Limited Partnership ERC 12/22/89 Pennsylvania 100.0 *
EI Fuels Corporation ERC 08/09/90 Delaware 100.0 (e)
GPU Solar, L.L.C. (New) ERC 07/09/97 New Jersey 50.0 (f)
1
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ITEM 1 - ORGANIZATION CHART (Continued)
* Inactive.
** Sets forth the percentage of voting securities held directly or indirect-
ly by GPU, Inc. or GPU International, Inc., as applicable.
(a) These GPU system companies hold securities directly or indirectly in the
energy-related companies set below their names. GPU International, Inc.
is a wholly owned subsidiary of GPU, Inc.
(b) This subsidiary was formed to engage in energy services and retail
energy sales.
(c) These energy-related companies hold securities in other
energy-related companies.
(d) These subsidiaries participate in some or all aspects of promoting,
developing, owning, managing and/or operating qualifying facilities, as
defined in the Public Utility Regulatory Policies Act of 1978.
(e) This subsidiary provides fuel management services.
(f) This subsidiary is involved in the development and commercialization
of photovoltaics.
Narrative Description of Activities for Reporting Period
--------------------------------------------------------
GPU Advanced Resources, Inc. - In the third quarter of 1997, GPU, Inc. made
additional capital contributions to GPU Advanced Resources (GPU AR) totaling
$1 million.
GPU Solar, L.L.C. - In July 1997, GPU Solar, L.L.C. was formed as a limited
liability company in which GPU International, Inc. (GPUI) made a capital
contribution of fifty dollars.
2
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ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Company to Collateral Consideration
Security Amount of Issue or Cost of whom Security Given with Received
Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security
- ------------------------ ------ -------- ------- ------- ---------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
GPU Solar, L.L.C. Membership N/A N/A N/A GPU International, Inc. N/A In July 1997, GPU
Interest Solar, L.L.C. was
formed as a limited
liability company
in which GPUI made
a capital contribution
of fifty dollars.
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
------- ------- ------------
GPU, Inc. GPU Advanced Resources, Inc. $1,000
GPU International, Inc. GPU Solar, L.L.C. Less than $1
* Annualized rate.
Note: The information provided in Item 2 presents the activities of the
reporting period only.
3
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ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies
Total
Reporting Company Associate Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
------------------ ------------------ -------------------------- ------
<S> <C> <C> <C>
EI Services, Inc. Mid-Georgia Cogen, L.P. Construction and operations $
management
NCP Houston Power, Inc. Mid-Georgia Cogen, L.P. Accounting and administration
NCP Lake Power, Inc. Lake Cogen, Ltd. Accounting, administration and
operations and maintenance (O&M)
management
NCP Dade Power, Inc. Pasco Cogen, Ltd. Administration and O&M management
Geddes Cogeneration Corporation Onondaga Cogeneration Limited Partnership Accounting, administration and
O&M management
Camchino Energy Corporation OLS Energy - Chino Accounting, administration and
O&M management
Camchino Energy Corporation OLS Energy - Camarillo Accounting, administration and
O&M management
Elmwood Energy Corporation Prime Energy Limited Partnership Accounting and administration
Notes: The information provided in Item 3 presents the activities of the
reporting period only. The amounts required under the caption "Total
Amount Billed" are being filed pursuant to request for confidential
treatment.
The amounts shown under the caption "Total Amount Billed" represent
negotiated contractual rates billed in accordance with the applicable
service contracts filed under Item 6.
4
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<CAPTION>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
------------------ ------------------ -------------------------- ------
<S> <C> <C> <C>
GPU International, Inc. Prime Energy Limited Partnership O&M management $
GPU International, Inc. EI Services, Inc. Construction and operations
management for Mid-Georgia
Cogen, L.P.
GPU International, Inc. NCP Houston Power, Inc. Accounting and administration for
Mid-Georgia Cogen, L.P.
GPU International, Inc. NCP Lake Power, Inc. Accounting, administration and O&M
management for Lake Cogen, Ltd.
GPU International, Inc. NCP Dade Power, Inc. Administration and O&M management
for Pasco Cogen, Ltd.
GPU International, Inc. Geddes Cogeneration Corporation Accounting and administration for
Onondaga Cogeneration Limited
Partnership
GPU International, Inc. Camchino Energy Corporation Accounting and administration for
OLS Power Limited Partnership
Notes: The information provided in Item 3 presents the activities of the
reporting period only. The amounts required under the caption "Total
Amount Billed" are being filed pursuant to request for confidential
treatment.
The amounts shown under the caption "Total Amount Billed" include
overhead charges applied, at a rate of 208%, to employee salaries
billed for services rendered, except in the case of services
performed for NCP Energy, Inc. in respect of Project Orange
Associates L.P. (POA), for which a 120% overhead charge is applied.
In addition, a 10% overhead charge is applied to certain
administrative expenses related to POA. No capital costs were
charged.
5
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<CAPTION>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (Continued)
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
------------------ ------------------ -------------------------- ------
<S> <C> <C> <C>
GPU International, Inc. Camchino Energy Corporation Accounting, administration and O&M $
management for OLS Energy - Chino
GPU International, Inc. Camchino Energy Corporation Accounting, administration and O&M
management for OLS Energy -
Camarillo
GPU International, Inc. Elmwood Energy Corporation Accounting and administration for
Prime Energy Limited Partnership
GPU International, Inc. NCP Energy, Inc. Accounting and administration for
Syracuse Orange Partners L.P. and
Project Orange Associates L.P.
GPU International, Inc. GPU Solar, L.L.C. Management, marketing and technical
expertise for GPU Solar, L.L.C.
Notes: The information provided in Item 3 presents the activities of the
reporting period only. The amounts required under the caption "Total
Amount Billed" are being filed pursuant to request for confidential
treatment.
The amounts shown under the caption "Total Amount Billed" include
overhead charges applied, at a rate of 208%, to employee salaries
billed for services rendered, except in the case of services
performed for NCP Energy, Inc. in respect of Project Orange
Associates L.P. (POA), for which a 120% overhead charge is applied.
In addition, a 10% overhead charge is applied to certain
administrative expenses related to POA. No capital costs were
charged.
6
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<CAPTION>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
<S> <C> <C> <C>
Total average consolidated capitalization as of September 30, 1997 $7,289,962 Line 1
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,093,494 Line 2
Greater of $50 million or line 2 $1,093,494 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Ownership and operation of qualifying facilities (Category VIII) 10,000
Energy services and retail energy sales (Category V) 1,400
Fuel management services (Category IX) --
Operations and maintenance services (Category VII) --
Development and commercialization of photovoltaics (Category II) --
------
Total current aggregate investment 11,400 Line 4
------
Difference between the greater of $50 million or 15% of capitalization
and the total aggregate investment of the registered holding
company system (line 3 less line 4) $1,104,894 Line 5
==========
Notes: The caption "Total average consolidated capitalization" includes
total common equity, preferred equity (including amounts due within
one year), long-term debt (including amounts due within one year) and
short-term debt.
The caption "Total current aggregate investment" includes all amounts
invested or committed to be invested in energy-related companies
on or after the date of effectiveness of Rule 58 (March 24, 1997),
for which there is recourse, directly or indirectly, to GPU,
Inc. or any subsidiary company thereof.
7
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<CAPTION>
ITEM 5 - OTHER INVESTMENTS
Aggregate Investment as of Change in Investments Reason for Change
Major Line of Energy-Related Business June 30, 1997 During Reporting Period in Investments
- ----------------------------------------- -------------------------- ---------------------------- ------------------
<S> <C> <C> <C>
Ownership and operation of qualifying
facilities (Category VIII) $139,132 * - No change.
Energy services and retail energy
sales (Category V) 400 $1,000 In the third quarter
1997, GPU, Inc. made
additional capital
contributions to GPU AR
totaling $1 million.
Fuel management services (Category IX) ** - No change.
Operations and maintenance
services (Category VII) ** - No Change.
Development and commercialization of
photovoltaics Category II) - Less than $1 In July 1997, GPU Solar,
L.L.C. was formed as a
limited liability company
in which GPUI made a
capital contribution of
fifty dollars.
* The caption "Aggregate Investment as of June 30, 1997" includes $129,132 that
was invested or committed to be invested in energy-related companies, prior
to the date of effectiveness of Rule 58 (March 24, 1997), for which there is
recourse, directly or indirectly, to GPU, Inc. or any subsidiary thereof.
** The amounts invested in such energy-related companies, which are immaterial,
have subsequently been reinvested, and are included in "Ownership and
operation of qualifying facilities (Category VIII)."
8
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter
ended September 30, 1997.
A-2 Financial statements of Elmwood Energy Corporation for the quarter
ended September 30, 1997 - filed pursuant to request for
confidential treatment.
A-3 Financial statements of Camchino Energy Corporation for the quarter
ended September 30, 1997 - filed pursuant to request for
confidential treatment.
A-4 Financial statements of Prime Energy Limited Partnership for the
quarter ended September 30, 1997 - filed pursuant to request for
confidential treatment.
A-5 Financial statements of Geddes Cogeneration Corporation for the
quarter ended September 30, 1997 - filed pursuant to request for
confidential treatment.
A-6 Financial statements of Onondaga Cogeneration Limited Partnership
for the quarter ended September 30, 1997 - filed pursuant to request
for confidential treatment.
A-7 Financial statements of NCP Energy, Inc. for the quarter ended
September 30, 1997 - filed pursuant to request for confidential
treatment.
A-8 Financial statements of NCP Lake Power, Inc. for the quarter ended
September 30, 1997 - filed pursuant to request for confidential
treatment.
A-9 Financial statements of NCP Dade Power, Inc. for the quarter ended
September 30, 1997 - filed pursuant to request for confidential
treatment.
A-10 Financial statements of NCP Houston Power, Inc. for the quarter
ended September 30, 1997 - filed pursuant to request for
confidential treatment.
A-11 Financial statements of Mid-Georgia Cogen, L.P. for the quarter
ended September 30, 1997 - filed pursuant to request for
confidential treatment.
A-12 Financial statements of EI Services, Inc. for the quarter ended
September 30, 1997 - filed pursuant to request for confidential
treatment.
Note: Financial statements of EI Fuels Corporation and GPU Solar, L.L.C.
have been omitted since at September 30, 1997 these subsidiaries did
not have any material assets, liabilities or income.
9
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
Exhibits
- --------
B. Contracts Required by Item 3
B-1 Contract between EI Services, Inc. and Mid-Georgia Cogen, L.P. to
provide construction and operations management services -
incorporated by reference to Exhibit B-1 to GPU's Quarterly Report
on Form U-9C-3 for the period ended June 30, 1997.
B-2 Contract between NCP Houston Power, Inc. and Mid-Georgia Cogen, L.P.
to provide accounting and administrative services (included in
partnership agreement) - incorporated by reference to Exhibit B-2 to
GPU's Quarterly Report on Form U-9C-3 for the period ended
June 30, 1997.
B-3 Contract between NCP Lake Power, Inc. and Lake Cogen, Ltd. to
provide accounting, administrative and operations and maintenance
(O&M) management services (included in partnership agreement) -
incorporated by reference to Exhibit B-3 to GPU's Quarterly Report
on Form U-9C-3 for the period ended June 30, 1997.
B-4 Contract between NCP Dade Power, Inc. and Pasco Cogen, Ltd. to
provide administrative and O&M management services (included in
partnership agreement) - incorporated by reference to Exhibit B-4 to
GPU's Quarterly Report on Form U-9C-3 for the period ended
June 30, 1997.
B-5 Contract between Geddes Cogeneration Corporation and Onondaga
Cogeneration Limited Partnership to provide accounting,
administrative and O&M management services (included in partnership
agreement) - incorporated by reference to Exhibit B-5 to GPU's
Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.
B-6 Contract between Camchino Energy Corporation and OLS Power Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - incorporated by reference to
Exhibit B-6 to GPU's Quarterly Report on Form U-9C-3 for the period
ended June 30, 1997.
B-7 Contract between Camchino Energy Corporation and OLS Energy - Chino
to provide accounting, administrative and O&M management services -
incorporated by reference to Exhibit B-7 to GPU's Quarterly Report
on Form U-9C-3 for the period ended June 30, 1997.
B-8 Contract between Camchino Energy Corporation and OLS Energy -
Camarillo to provide accounting, administrative and O&M management
services - incorporated by reference to Exhibit B-8 to GPU's
Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.
B-9 Contract between Elmwood Energy Corporation and Prime Energy Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - incorporated by reference to
Exhibit B-9 to GPU's Quarterly Report on Form U-9C-3 for the period
ended June 30, 1997.
B-10 Contract between GPU International, Inc. (formerly Energy
Initiatives, Inc.) and Prime Energy Limited Partnership to provide
O&M management services - incorporated by reference to Exhibit B-10
to GPU's Quarterly Report on Form U-9C-3 for the period ended
June 30, 1997.
10
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
B. Contracts Required by Item 3
B-11 Contract between GPU International, Inc. and Onondaga Cogeneration
Limited Partnership to provide O&M management services -
incorporated by reference to Exhibit B-11 to GPU's Quarterly Report
on Form U-9C-3 for the period ended June 30, 1997.
B-12 Contract between GPU International, Inc. and GPU Solar, L.L.C. to
provide management, marketing and technical expertise services -
filed pursuant to request for confidential treatment.
Note: Services rendered by GPU International, Inc. to EI Services, Inc.,
NCP Houston Power, Inc., NCP Lake Power, Inc., NCP Dade Power, Inc.,
Geddes Cogeneration Corporation, Camchino Energy Corporation,
Elmwood Energy Corporation and NCP Energy, Inc. are provided
pursuant to oral arrangements and no written agreements exist.
C. Certificate of GPU, Inc.
11
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SIGNATURE
The undersigned registered holding company has duly caused this quarterly
report to be signed on its behalf by the undersigned officer thereunto duly
authorized pursuant to the requirements of the Public Utility Holding Company
Act of 1935.
GPU, INC.
November 25, 1997
By /s/ F. A. Donofrio
F. A. Donofrio, Vice President
and Comptroller
12
Index of Financial Statements and Exhibits to be Filed in EDGAR
---------------------------------------------------------------
A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter
ended September 30, 1997.
C Certificate of GPU, Inc.
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Balance Sheet
September 30, 1997
------------------
(Unaudited)
Assets
Current assets:
Cash $ 227,000
Accounts receivable 1,167,000
Prepayments 7,000
-----
Total current assets 1,401,000
---------
Non-current assets:
Other property and investments 218,000
-------
Total non-current assets 218,000
-------
Total Assets $ 1,619,000
===========
Liabilities & Shareholder's Equity
Current liabilities:
Accounts payable $ 2,148,000
Other 237,000
-------
Total current liabilities 2,385,000
---------
Shareholder's equity:
Capital surplus 1,400,000
Retained earnings (2,166,000)
----------
Total shareholder's equity ( 766,000)
-------------
Total Liabilities & Shareholder's Equity $ 1,619,000
===========
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Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Statements of Income
--------------------
(Unaudited)
Three Months Nine Months
Ended Ended
Sept.30,1997 Sept.30,1997
------------ ------------
Operating Revenues $ 33,000 $ 33,000
----------- -----------
Operating Expenses:
Other operation and maintenance 1,214,000 3,368,000
--------- ---------
Total operating expenses 1,214,000 3,368,000
--------- ---------
Operating Income/(Loss) (1,181,000) (3,335,000)
Other Income and Expenses 2,000 2,000
----- -----
Earnings Before Income Taxes (1,179,000) (3,333,000)
Income tax benefit ( 413,000) (1,167,000)
------------ -----------
Net Loss $ (766,000) $(2,166,000)
=========== ===========
Exhibit C
GPU, Inc.
100 Interpace Parkway, Parsippany, NJ 07054
Certificate
-----------
Pursuant to the requirements of Rule 58 of the Public Utility Holding
Company Act of 1935, the undersigned certifies that:
A conformed copy of the publicly available quarterly report on Form
U-9C-3, for the period ended June 30, 1997, was filed with the state
commissions having jurisdiction over the electric retail rates of
GPU's public utility subsidiary companies. The names and addresses of
these state commissions are as follows:
New Jersey Division of Energy
Board of Public Utilities
Two Gateway Center
Newark, NJ 07102
Commonwealth of Pennsylvania
Public Utility Commission
P.O. Box 3265
Harrisburg, PA 17105-3265
November 25, 1997
By /s/ P. R. Chatman
P. R. Chatman,
Assistant Comptroller -
GPU Service, Inc.
Note: Pennsylvania Electric Company ("Penelec") is also subject to retail
rate regulation by the New York Public Service Commission with respect
to retail service to approximately 11,300 customers in Waverly, New
York served by Waverly Electric Power & Light Company, a Penelec
subsidiary. Waverly Electric's revenues are immaterial, accounting for
less than 1% of Penelec's total operating revenues.
