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 June 30, 1997
GPU, Inc. (File No. 074- )
(Name of Registered Holding Company)
100 Interpace Parkway, Parsippany, NJ 07054
(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 June 30, 1997
Table of Contents
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 9
C - Certificate of GPU, Inc. 10
Signature 11
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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Item 1 - Organization Chart
<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. (New) 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 (New) 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)
1
2
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ITEM 1 - ORGANIZATION CHART (Continued)
* Inactive.
** Sets forth the percentage of voting securities held directly or indirectly 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.
Narrative Description of Activities for Reporting Period
GPU Advanced Resources, Inc. - In March 1997, GPU, Inc. purchased all of the outstanding
common stock of GPU Advanced Resources, Inc. (GPU AR), a wholly owned subsidiary, for
one-hundred dollars. In June 1997, GPU, Inc. made an additional capital contribution
of $400 thousand to GPU AR. GPU AR was formed to engage in energy services and retail
energy sales.
New Lake Corporation - In June 1997, GPU International, Inc. (GPUI) sold to New Lake
Corporation an option, which GPUI held, to acquire a 50% limited partnership interest
in Lake Cogen, Ltd. in consideration of a $10 million promissory note issued to GPUI.
New Lake Corporation subsequently exercised that option.
2
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Item 2- Issuance and Renewals of Securities and Capital Contributions
<CAPTION>
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 Advanced Resources, Inc. Common Stock Less than $1 Issue N/A GPU, Inc. None N/A
New Lake Corporation Note $10,000 Issue 10% * GPU International, Inc. None Option to acquire
a 50% partnership
interest in Lake
Cogen, Ltd.
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
<S> <C> <C>
GPU, Inc. GPU Advanced Resources, Inc. $ 400
* 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
<CAPTION>
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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Item 3 - Associate Transactions Part II
<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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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.
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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Item 4 - Summary of Aggregate Investment
<CAPTION>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
<S> <C> <C> <C>
Total average consolidated capitalization as of June 30, 1997 $7,255,154 Line 1
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,088,273 Line 2
Greater of $50 million or line 2 $1,088,273 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) 400
Fuel management services (Category IX) -
Operations and maintenance services (Category VII) -
Total current aggregate investment 10,400 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) $1,077,873 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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Item 5 - Other Investments
<CAPTION>
ITEM 5 - OTHER INVESTMENTS
Aggregate Investment Prior Change in Investments
Major Line of Energy-Related Business to Effectiveness of Rule 58 During Reporting Period Reason for Change in Investments
<S> <C> <C> <C>
Ownership and operation of qualifying
facilities (Category VIII) $129,132 $ 10,000 In 1997, GPU International, Inc.
(GPUI) sold to New Lake Corporation
an option, which GPUI held, to
acquire a 50% limited partnership
interest in Lake Cogen, Ltd. in
consideration of a $10 million
promissory note issued to GPUI.
Energy services and retail energy
sales (Category V) - 400 In March 1997, GPU, Inc. purchased
all of the outstanding common stock
of GPU Advanced Resources,
(GPU AR), a wholly owned subsidiary
for one-hundred dollars. In June
1997, GPU, Inc. made an additional
capital contribution of $400 thousand
to GPU AR.
Fuel management services (Category IX) * - No change.
Operations and maintenance
services (Category VII) * - No Change.
* 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)."
Note: The caption "Aggregate Investment Prior to Effectiveness of Rule 58" includes all amounts
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 company thereof.
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 June 30, 1997.
A-2 Financial statements of Elmwood Energy Corporation for the quarter
ended June 30, 1997 - filed pursuant to request for confidential
treatment.
A-3 Financial statements of Camchino Energy Corporation for the quarter
ended June 30, 1997 - filed pursuant to request for confidential
treatment.
A-4 Financial statements of Prime Energy Limited Partnership for the
quarter ended June 30, 1997 - filed pursuant to request for
confidential treatment.
A-5 Financial statements of Geddes Cogeneration Corporation for the
quarter ended June 30, 1997 - filed pursuant to request for
confidential treatment.
A-6 Financial statements of Onondaga Cogeneration Limited Partnership for
the quarter ended June 30, 1997 - filed pursuant to request for
confidential treatment.
A-7 Financial statements of NCP Energy, Inc. for the quarter ended June
30, 1997 - filed pursuant to request for confidential treatment.
A-8 Financial statements of NCP Lake Power, Inc. for the quarter ended
June 30, 1997 - filed pursuant to request for confidential treatment.
A-9 Financial statements of NCP Dade Power, Inc. for the quarter ended
June 30, 1997 - filed pursuant to request for confidential treatment.
A-10 Financial statements of NCP Houston Power, Inc. for the quarter ended
June 30, 1997 - filed pursuant to request for confidential treatment.
A-11 Financial statements of Mid-Georgia Cogen, L.P. for the quarter ended
June 30, 1997 - filed pursuant to request for confidential treatment.
A-12 Financial statements of EI Services, Inc. for the quarter ended June
30, 1997 - filed pursuant to request for confidential treatment.
Note: Financial statements of EI Fuels Corporation have been omitted since
at June 30, 1997 it did not have any material assets, liabilities or
income.
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 - filed
pursuant to request for confidential treatment.
9
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
Exhibits
B. Contracts Required by Item 3 (Continued)
B-2 Contract between NCP Houston Power, Inc. and Mid-Georgia Cogen, L.P.
to provide accounting and administrative services (included in
partnership agreement) - filed pursuant to request for confidential
treatment.
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) - filed
pursuant to request for confidential treatment.
B-4 Contract between NCP Dade Power, Inc. and Pasco Cogen, Ltd. to
provide administrative and O&M management services (included in
partnership agreement) - filed pursuant to request for confidential
treatment.
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) - filed pursuant to request for confidential treatment.
B-6 Contract between Camchino Energy Corporation and OLS Power Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - filed pursuant to request for
confidential treatment.
B-7 Contract between Camchino Energy Corporation and OLS Energy - Chino
to provide accounting, administrative and O&M management services -
filed pursuant to request for confidential treatment.
B-8 Contract between Camchino Energy Corporation and OLS Energy -
Camarillo to provide accounting, administrative and O&M management
services - filed pursuant to request for confidential treatment.
B-9 Contract between Elmwood Energy Corporation and Prime Energy Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - filed pursuant to request for
confidential treatment.
B-10 Contract between GPU International, Inc. (formerly Energy
Initiatives, Inc.) and Prime Energy Limited Partnership to provide
O&M management services - filed pursuant to request for confidential
treatment.
B-11 Contract between GPU International, Inc. (formerly Energy
Initiatives, Inc.) and Onondaga Cogeneration Limited Partnership to
provide O&M management 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.
10
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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.
September 12, 1997
By /s/ F. A. Donofrio
F. A. Donofrio, Vice President
and Comptroller
11
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Page 1 of 1
Index of Financial Statements and Exhibits to be Filed by EDGAR
A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter
ended June 30, 1997.
C Certificate of GPU, Inc.
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Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Balance Sheet
June 30, 1997
(Unaudited)
Assets
Current assets:
Cash $ 232,000
Accounts receivable 787,000
Prepayments 4,000
Total Assets $ 1,023,000
Liabilities & Shareholder's Equity
Current liabilities:
Accounts payable $ 1,786,000
Other 237,000
Total current liabilities 2,023,000
Shareholder's equity:
Capital surplus 400,000
Retained earnings (1,400,000)
Total shareholder's equity (1,000,000)
Total Liabilities & Shareholder's Equity $ 1,023,000
Page 1 of 2
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Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Statements of Income
(Unaudited)
Three Months Six Months
Ended Ended
June 30,1997 June 30,1997
Operating Revenues $ - $ -
Operating Expenses:
Other operation and maintenance 2,154,000 2,154,000
Total operating expenses 2,154,000 2,154,000
Operating Income/(Loss) (2,154,000) (2,154,000)
Other Income and Expenses - -
Earnings Before Income Taxes (2,154,000) (2,154,000)
Income tax benefit ( 754,000) ( 754,000)
Net Loss $(1,400,000) $(1,400,000)
Page 2 of 2
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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) GPU Inc's (GPU) report on Form U-9C-3 for the quarter ended June 30,
1997, is the first such quarterly report filed with the Securities
and Exchange Commission (SEC) and therefore, GPU has not filed such
a quarterly report for the previous quarter with any state
commission.
(b) A conformed copy of the quarterly report on Form U-9C-3 shall be
filed with the interested state commissions promptly after filing
with the SEC. The names and addresses of the state commissions
having jurisdiction over the electric retail rates of GPU's public
utility subsidiary companies 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
September 12, 1997
By /s/ P. R. Chatman
P. R. Chatman,
Assistant Comptroller -
GPU Service, Inc.
* 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.
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