SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1997
Filed pursuant to the Public Utility Holding Company Act of 1935
by
GPU, INC. (File No. 30-126)
300 Madison Avenue, Morristown, New Jersey 07962-1911
<PAGE>
GPU, INC.
FORM U5S
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1997
--------------------------------------------------
TABLE OF CONTENTS
-----------------
Item
No. Title Page
--- ----------------------------------------------------- ----
1. System Companies and Investments Therein 1-5
2. Acquisitions or Sales of Utility Assets 6
3. Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 7-9
4. Acquisition, Redemption or Retirement of
System Securities 10-13
5. Investments in Securities of Nonsystem Companies 14
6. Officers and Directors 15-29
7. Contributions and Public Relations 30-31
8. Service, Sales and Construction Contracts 32-35
9. Wholesale Generators and Foreign Utility Companies 36-55
10. Financial Statements and Exhibits:
Consolidating Financial Statements,
Schedules and Notes 56-70
-----------------------------------
Exhibits 71-104
--------
Signature Page 105
<PAGE>
<TABLE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
<CAPTION>
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
- ---------------------------------- ----------------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
GPU, Inc. (GPU):
Jersey Central Power & Light Company (JCP&L)(b) 15,371,270 shs. 100% $1,540,121,017 $1,540,121,017
JCP&L Preferred Capital, Inc. 100 shs. 100 16,895,246 16,895,246
JCP&L Capital L.P. (i) 100 3,866,079 3,866,079
Metropolitan Edison Company (Met-Ed)(b)(c) 859,500 shs. 100 717,594,693 717,594,693
York Haven Power Company 500 shs. 100 14,240,609 14,240,609
Met-Ed Preferred Capital, Inc. 100 shs. 100 13,506,849 13,506,849
Met-Ed Capital L.P. (i) 100 3,092,899 3,092,899
Pennsylvania Electric Company (Penelec)(b)(c) 5,290,596 shs. 100 791,338,752 791,338,752
Nineveh Water Company 5 shs. 100 1,524,050 1,524,050
Waverly Electric Light & Power Company 600 shs. 100 60,000 15,000
Penelec Preferred Capital, Inc. 100 shs. 100 14,182,209 14,182,209
Penelec Capital L.P. (i) 100 3,247,524 3,247,524
GPU Service, Inc. (GPUS) (d) 5,000 shs. 100 (3,061,531) (3,061,531)
GPU Nuclear, Inc. (GPUN) (e) 2,500 shs. 100 50,000 50,000
GPU Generation, Inc. (Genco) 2,500 shs. 100 (36,501) (36,501)
GPU Advanced Resources, Inc. (GPU AR) 100 shs. 100 (482,383) (482,383)
GPU Telcom Services, Inc. (GPU Telcom) 100 shs. 100 97,816 97,816
GPU International, Inc. (GPUI) (f) 100 shs. 100 124,251,387 117,275,053
Elmwood Energy Corporation (f) 10 shs. 100 8,793,841 8,793,841
Prime Energy Limited Partnership (f) (j) 50 14,572,661 7,409,611
Camchino Energy Corporation (f) 100 shs. 100 2,634,535 2,634,535
OLS Power Limited Partnership (f) (j) 1 (5,405,818) (5,405,818)
OLS Acquisition Corporation (f) 100 shs. 100 (5,324,491) (5,324,491)
OLS Energy - Chino (f) 1,000 shs. 100 (1,264,403) (1,264,403)
OLS Energy - Camarillo (f) 1,000 shs. 100 (3,967,016) (3,967,016)
Geddes Cogeneration Corporation (f) 100 shs. 100 15,408,359 15,408,359
Onondaga Cogeneration Limited Partnership (f) (j) 50 24,179,585 13,512,727
EI Selkirk, Inc. (f) 1,000 shs. 100 24,066,490 24,066,490
Selkirk Cogeneration Partners Limited
Partnership (f) (g) (n) 19 (32,283,165) 12,104,565
EI Canada Holding Limited (g) 1,000 shs. 100 20,001 20,001
EI Services Canada Limited (g) 1,000 shs. 100 23,639 23,639
EI Brooklyn Power Limited (g) 1,000 shs. 100 (3,511) 20,000
EI Brooklyn Investments Limited (g) 1,000 shs. 100 (794) (794)
Brooklyn Energy Limited Partnership (g) (o) 75 1,968,698) -
1
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1997 (Continued):
<CAPTION>
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
- ---------------------------------- ----------------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
NCP Energy, Inc. (f) 1,000 shs. 100 6,586,188 6,586,188
Syracuse Orange Partners L.P. (f) (p) 5 18,160,207 (1)
Project Orange Associates L.P. (f) (q) 4 19,243,046 18,886,000
NCP Lake Power Inc. (f) 1,000 shs. 100 216,582 216,582
NCP Gem, Inc. (f) 1,000 shs. 100 4,329,122 4,329,122
Lake Investment, L.P. (f) (l) 100 1,922,528 1,922,528
Lake Cogen, Ltd. (f) (m) 50 (492,675) 16,338,000
GPUI Lake Holdings (g)(Inactive) 100 shs. 100 100 100
GPUI Holdings Inc. (g)(Inactive) 100 shs. 100 100 100
NCP Pasco, Inc. (f) 1,000 shs. 100 15,849,003 15,849,003
NCP Dade Power, Inc. (f) 1,000 shs. 100 549,654 549,654
Dade Investment, L.P. (f) (l) 100 15,847,322 15,847,322
Pasco Cogen, Ltd. (f) (j) 50 17,324,576 16,199,281
NCP Houston Power Inc. (f) 100 100 809,675 809,675
NCP Perry Inc. (f) 100 100 (54,309) (54,309)
Mid Georgia Cogeneration L.P. (f) (j) 50 (279,871) (279,871)
NCP New York Inc. (f) 1,000 100 - -
EI Fuels Corporation (g) 100 100 - -
EI Services, Inc. (g) 100 100 100 100
GPU Solar L.L.C. (s) 50 50 (26,586) (13,268)
NCP Ada Power, Inc. (f) (Inactive) 1,000 shs. 100 273,865 273,865
NCP Commerce Power, Inc. (f) 1,000 shs. 100 - -
Umatilla Groves, Inc. (f) (Inactive) 1,000 shs. 100 - -
NCP Brooklyn Power, Inc. (g) 1,000 shs. 100 - -
Armstrong Energy Corporation (f) (Inactive) 100 shs. 100 - -
AEC/REF-Fuel, Limited Partnership (f) (Inactive) (k) 100 - -
GPU Power, Inc. (GPU Power) (g) 1,000 shs. 100 31,269,370 31,269,370
Guaracachi America, Inc. (g) 100 shs. 100 34,653,056 34,653,056
Empresa Guaracachi S.A. (g) 822,779 shs. 50 84,345,327 49,100,911
EI Barranquilla, Inc. (g) 100 shs. 100 (2,011,087) (2,011,087)
Termobarranquilla S.A. (g) 420,592 shs. 29 (21,842,961) (2,510,000)
Barranquilla Lease Holding, Inc. (g) 100 shs. 100 59,490 59,490
Los Amigos Leasing Company, Ltd. (g) 12,000 shs. 100 (1,052,207) 12,000
EI International (g) 100 shs. 100 222,250 222,250
GPUI Colombia, Ltda. (g) (t) 100 shs. 100 178,520 178,520
2
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1997 (Continued):
<CAPTION>
Number of Common Shares
or Principal Amount % of (a) Issuer Owner's
Name of Company Owned Voting Power Book Value Book Value
- ---------------------------------- ----------------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
GPU Power Philippines, Inc. (g) 100 shs. 100 100 100
Magellan Utilities Development Corporation (g) 17,264 shs. 13 - -
Batangas Argo-Industrial Development Corp. (g) (j) 1 - -
GPU International Asia, Inc. (g) 100 shs. 100 (108,331) (108,331)
GPU Power Ireland, Inc. (g) 100 shs. 100 - -
Hanover Energy Corporation (g) (Inactive) 100 shs. 100 - -
EI Power (China), Inc. (g) (Inactive) 100 shs. 100 - -
China Power Partners, L.P. (g) (Inactive) (j) 50 - -
EI Power (China) I, Inc. (g) (Inactive) 100 shs. 100 - -
Ming Jiang Power Partners, L.P. (g) (Inactive) (j) 50 - -
EI Power (China) II, Inc. (g) (Inactive) 100 shs. 100 - -
Nanjing Power Partners, L.P. (g) (Inactive) (j) 50 - -
EI Power (China) III, Inc. (g) (Inactive) 100 shs. 100 - -
Zhuang He Power Partners, L.P. (g) (Inactive) (j) 50 - -
Austin Cogeneration Corporation (g)(l) 100 shs. 100 - -
International Power Advisors, Inc. (g) (Inactive) 100 shs. 100 - -
Colombian Installations, Inc. (g)(Inactive) 100 shs. 100 - -
GPU Electric, Inc. (GPU Electric) (h) 100 shs. 100 95,506,357 50,589,508
GPU Australia Holdings, Inc. (h) 100 shs. 100 103,642,168 103,642,168
Victoria Electric Holdings, Inc. (h) 100 shs. 100 52,665,421 52,665,421
Victoria Electric, Inc. (h) 100 shs. 100 114,911,011 114,911,011
Solaris Power (h)(u) 5,000,000 shs. 50 231,155,816 106,317,000
Austran Holdings, Inc. (h) 100 shs. 100 226,836,313 226,836,313
GPU PowerNet Pty. Ltd. (h) 10,000,000 shs. 100 5,409,297 1,700,619
Austran Investment, Pty. Ltd. (v) 100 1,260,937,734 1,260,937,734
GPU PowerNet Investment, Pty. Ltd. (v) 100 434,271,487 434,271,287
GPU International Australia Pty. Ltd. (h) 10,000,000 shs. 100 832,074 832,074
EI UK Holdings, Inc. (h) 100 shs. 100 (13,273,798) (13,273,798)
Avon Energy Partners Holdings (h) 660,000 shs. 50 494,272,000 570,011,644
Avon Energy Partners plc (h) 660,000 shs. 50 1,174,155,000 1,174,155,000
Midlands Electricity plc (h) 392,572,556 shs. 50 1,034,418,000 517,209,000
3
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1997 (Continued):
<FN>
Notes: (a) Sets forth the percentage of voting securities held directly
or indirectly by GPU, Inc.
(b) The business of these electric utility subsidiaries consists
primarily of the generation, transmission, distribution and
sale of electricity.
These utility subsidiaries collectively own all of the
common stock of Saxton Nuclear Experimental Corporation, a
Pennsylvania nonprofit corporation organized for nuclear
experimental purposes which is now inactive. The carrying
value of the owners' investment has been written down to a
nominal value.
(c) Met-Ed and Penelec are exempt as holding companies under
Section 3(a) and Rule 2 of the Public Utility Holding
Company Act of 1935 (the Act).
(d) Provides corporate services to the electric utility
subsidiaries.
(e) Operates, maintains and manages the nuclear units of the
electric utility subsidiaries.
(f) These subsidiaries are independent power producers, which
participate in some or all aspects of promoting, developing,
financing, constructing, owning, managing and operating
nonutility qualifying facilities.
(g) These subsidiaries are exempt wholesale generators (EWG)
under the provisions of Section 32 of the Act. These
subsidiaries participate in some or all aspects of
promoting, developing, financing, constructing, owning,
managing and operating generation facilities, both
domestically and in foreign countries, the electric energy
from which is sold exclusively at wholesale.
(h) These subsidiaries are foreign utility companies (FUCO)
under the provisions of Section 33 of the Act. These
subsidiaries participate in some or all aspects of
promoting, developing, financing, constructing, owning,
managing and operating generation, transmission and
distribution facilities in foreign countries.
(i) A 100% General Partnership interest.
(j) A 1% General Partnership and a 49% Limited Partnership interest.
(k) A 50% General Partnership interest.
(l) A 1% General Partnership and a 99% Limited Partnership interest.
(m) A 1% General Partnership and a 48.9% Limited Partnership interest.
4
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1997 (Continued):
(n) A 13.55% preferred equity interest and a 19% common equity
interest.
(o) A 75% General Partnership interest.
(p) A 5% Limited Partnership interest.
(q) A 4% Limited Partnership interest.
(r) In 1997, GPU formed a new unregulated subsidiary, GPU
Advanced Resources, Inc. (Advanced Resources). Advanced
Resources' lines of business include energy services and
retail energy sales. Another affiliated entity, GPU Telcom
Services, Inc. was also formed in 1997. GPU Telcom is an
exempt telecommunications company that is involved in
telecommunications infrastructure.
(s) A 50% Limited Liability Company interest.
(t) Effective May 6, 1997, name changed from GPU International
Latin America, Ltda. to GPUI Colombia, Ltda.
(u) Sold in January 1998.
(v) These subsidiaries are 100% owned trusts.
</FN>
</TABLE>
5
<PAGE>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
6
<PAGE>
<TABLE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES:
<CAPTION>
Principal Amount
Name of Company or Stated Value
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing Issued Guaranteed Date of Commission
Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization
(1) (2) (3) (4) (5) (6) (7)
- -------------------- --------------------- -------------- ------------- ----------- ----------------- -------------
Jersey Central Power & Light Company:
- -------------------------------------
<S> <C> <C> <C> <C> <C>
Performance Guarantees JCP&L $ 8,600,252(a) various n/a Rule 45
==========
<FN>
Notes: (a) Represents unused letters of credit for workers compensation insurance ($8,302,000), and miscellaneous surety
bonds ($298,252).
</FN>
</TABLE>
7
<PAGE>
<TABLE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal Amount
Name of Company or Stated Value
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing Issued Guaranteed Date of Commission
Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization
(1) (2) (3) (4) (5) (6) (7)
- -------------------- --------------------- -------------- ------------- ----------- ----------------- -------------
Metropolitan Edison Company:
- ----------------------------
First Mortgage Bonds:
<S> <C> <C> <C> <C> <C> <C>
5.95% Series, due 2027 Met-Ed $ 13,690,000(a) 05-22-97 $ 13,577,058 Rule 52
=========== ===========
Performance Guarantees Met-Ed $ 8,522,688(b) various n/a Rule 45
===========
<FN>
Notes: (a) All $13,690,000 p.a., 5.95% Series, due May 1, 2027, were
issued and sold on May 22, 1997, at face value, pursuant to a
Supplemental Indenture dated May 1, 1997, resulting in proceeds
of $13,577,058, net of underwriters' commissions of $112,942.
(b) Represents unused letters of credit for workers compensation
insurance ($755,000), a surety bond pursuant to residual waste
regulations at the Portland Generating Station ($1,393,948), a
surety bond relating to motor vehicles ($4,000,000), and
miscellaneous surety bonds for various purposes ($2,373,740).
</FN>
</TABLE>
8
<PAGE>
<TABLE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal Amount
Name of Company or Stated Value
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing Issued Guaranteed Date of Commission
Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization
(1) (2) (3) (4) (5) (6) (7)
- -------------------- --------------------- -------------- ------------- ----------- ----------------- -------------
Pennsylvania Electric Company:
First Mortgage Bonds:
<S> <C> <C> <C> <C> <C> <C>
5.99% Series D, due 1999 Penelec $ 50,000,000 06-13-97 $ 49,875,000(a) Rule 52
=========== ===========
Performance Guarantees Penelec $ 21,324,874(b) various n/a Rule 45
===========
<FN>
Notes: (a) All $50,000,000 p.a., 5.99% Series, due June 14, 1999, were
issued and sold on June 13, 1997, at face value, pursuant to a
Supplemental Indenture dated June 1, 1993, resulting in proceeds
of $49,875,000, net of underwriters' commissions of $125,000.
(b) Represents unused letters of credit for workers compensation
insurance ($2,784,000), a surety bond relating to motor vehicles
($1,000,000), and miscellaneous letters of credit and surety
bonds for various purposes ($17,540,874).
</FN>
</TABLE>
9
<PAGE>
<TABLE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION>
Name of Company Acquiring Authorization
Name of Issuer or Retiring Securities Consideration Disposition or Exemption
- -------------- ------------------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
JCP&L:
First Mortgage Bonds JCP&L $ 77,294,076 Retired Rule 42
First Mortgage Bonds JCP&L 24,736,104 Redeemed Rule 42
Cumulative Preferred Stock JCP&L 20,000,000 Redeemed Rule 42
-----------
Total $122,030,180
Met-Ed:
First Mortgage Bonds Met-Ed $ 40,789,378 Retired Rule 42
===========
Penelec:
First Mortgage Bonds Penelec $ 26,812,500 Retired Rule 42
===========
<FN>
NOTE: See pages 13 to 15 for a detailed description of the above transactions.
</FN>
</TABLE>
10
<PAGE>
<TABLE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal
Name of Issuer Name of Company Amount or Stated Value
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
- -------------------- ----------------------- -------------- ------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Jersey Central Power &
Light Company
First Mortgage Bonds:
6.90% Series, due 1997 JCP&L $ 30,000,000 01-29-97 $ 30,161,000(a) Rule 42
6 5/8% Series, due 1997 JCP&L 25,874,000 09-01-97 26,731,076(b) Rule 42
6.70% Series, due 1997 JCP&L 20,000,000 12-19-97 20,402,000(c) Rule 42
7 1/4% Series, due 1998 JCP&L 24,191,000 01-07-97 24,736,104(d) Rule 42
----------- -----------
Total First Mortgage Bonds $100,065,000 $102,030,180
=========== ===========
Cumulative Preferred Stock:
8.48% Series I JCP&L $ 20,000,000 05-01-97 $ 20,000,000(e) Rule 42
=========== ===========
<FN>
Notes: (a) All $30,000,000 p.a., 6.90% Series, due January 29, 1997,
were retired on January 29, 1997 pursuant to the Forty-third
Supplemental Indenture dated March 1, 1991, at a cost of
$30,000,000, plus $161,000 accrued interest.
(b) All $25,874,000 p.a., 6 5/8% Series, due September 1, 1997, were
retired on September 1, 1997 pursuant to the Fourteenth
Supplemental Indenture dated September 1, 1967, at a cost of
$25,874,000, plus $857,076 accrued interest.
(c) All $20,000,000 p.a., 6.70% Series, due December 19, 1997, were
retired on December 19, 1997 pursuant to the Forty-fourth
Supplemental Indenture dated March 1, 1992, at a cost of
$20,000,000, plus $402,000 accrued interest.
(d) All $24,191,000 p.a., 7 1/4% Series, due October 1, 1998, were
redeemed on January 7, 1997 pursuant to the Fifteenth
Supplemental Indenture dated October 1, 1968, at a cost of
$24,268,411, plus $467,693 accrued interest.
(e) 8.48% Series I, $20,000,000 (stated value $100 per share)
(200,000 shares), were redeemed on May 1, 1997 pursuant to
mandatory and optional sinking fund provisions at a cost of
$20,000,000.
</FN>
</TABLE>
11
<TABLE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal
Name of Issuer Name of Company Amount or Stated Value
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
- -------------------- ----------------------- -------------- ------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Metropolitan Edison
Company
First Mortgage Bonds:
7.47% Series, due 1997 Met-Ed $ 20,000,000 04-15-97 $ 20,431,600(a) Rule 42
9.20% Series, due 1997 Met-Ed 20,000,000 09-11-97 20,357,778(b) Rule 42
----------- -----------
Total First Mortgage Bonds $ 40,000,000 $ 40,789,378
=========== ===========
<FN>
Notes: (a) All $20,000,000 p.a., 7.47% Series, due April 15, 1997, were
retired on April 15, 1997 pursuant to the Supplemental Indenture
dated April 1, 1990, at a cost of $20,000,000 plus $431,600
accrued interest.
(b) All $20,000,000 p.a., 9.20% Series, due September 11, 1997, were
retired on September 11, 1997 pursuant to the Supplemental
Indenture dated April 1, 1990 at a cost of $20,000,000 plus
$357,778 accrued interest.
</FN>
</TABLE>
12
<PAGE>
<TABLE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued):
<CAPTION>
Principal
Name of Issuer Name of Company Amount or Stated Value
and Acquiring, Redeeming or Redeemed Date of Commission
Title of Issue Retiring Securities Acquired and Retired Transaction Consideration Authorization
(1) (2) (3) (4) (5) (6) (7)
- -------------------- ----------------------- -------------- ------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Pennsylvania Electric
Company
First Mortgage Bonds:
6 1/4% Series, due 1997 Penelec $ 26,000,000 06-01-97 $ 26,812,500(a) Rule 42
=========== ===========
<FN>
Notes: (a) All $26,000,000 p.a., 6 1/4% Series, due June 1, 1997, were retired
on June 1, 1997 pursuant to the Supplemental Indenture dated June 1,
1967, at a cost of $26,000,000 plus $812,500 accrued interest.
</FN>
</TABLE>
13
<PAGE>
<TABLE>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 1997
<CAPTION>
Equity Securities Nature of Owner's
Name of Issuer Security Owned Shares Owned % of Voting Power Business Book Value
- -------------- -------------- ------------ ----------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Develop, manufacture
and market
Ballard Generation Common stationary fuel
Systems Inc. Stock 590,300 (1) 5.71% cell power systems 10,773,357
Develop, manufacture
Ballard Power Common share and market fuel cells
Systems Inc. purchase warrant - - and related systems 97,000
Limited Partnership Investment
EnviroTech Interest - 9.90% company 1,150,683
Waterford
Development Common
Corporation Stock 50 6.25% (2) 5,000
Greater Reading Limited
Development Partnership
Partnership Interest - 5.58% (3)
63,495
<FN>
(1) Includes 290,300 nonvoting shares.
(2) Participation loans to development corporations to assist in the
expansion and development of industrial and commercial activities by
providing financial assistance to small, emerging businesses.
(3) A nonprofit business that provides loans to development corporations to
assist in the development of commercial real estate and multi-unit homes
in the downtown Reading, Pennsylvania area.
</FN>
</TABLE>
14
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
PART I. AS OF DECEMBER 31, 1997
<TABLE>
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
---------------------------------------------------------------------------
<CAPTION>
GPU GPU GPU GPU GPU GPU
GPU INT'L POWER ELEC. (G) GPUS GPUN GENCO AR Telcom
--- ----- ----- ----- --- ---- ---- ----- -- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F. D. Hafer (A) (M) CH-P-D CH-D CH-D CH-D CH-P-D CB-D CH-D CH-D CH-D
J. R. Leva
Marco Island, FL D
T. H. Black
New Canaan, CT D
T. B. Hagen
Custom Engineering Company, Erie, PA D
H. F. Henderson, Jr
H. F. Henderson Ind., W. Caldwell, NJ D
J. M. Pietruski
Texas Biotechnology Corp., Houston, TX D
C. A. Rein
Metropolitan Life Insurance Co., New York, NY D
P. R. Roedel
Reading, PA D
B. S. Townsend
Dorset, England D
C. A. H. Trost
Potomac, MD D D
Dr. P. K. Woolf
Princeton, NJ D
S. K. Cepeda (A) AS AS AS
F. A. Donofrio (B) VP-C SVP
J. G. Graham (A) (I) SVP D D D EVP-D VP D D
T. G. Howson (B) VP-T VP-T VP-T VP-T VP-T VP-T
I. H. Jolles (A) (J) SVP D D D EVP-D VP VP
M. A. Nalewako (A) S S AS S
15
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
-------------------------------------------
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
JCP&L (K) MET-ED PENELEC (L) CO. CO. CO. SAXTON
----- --- ------ ------- --- ----- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F. D. Hafer (A) (M) CB-D CB-D CB-D D
J. R. Leva
Marco Island, FL
T. H. Black
New Canaan, CT
T. B. Hagen
Custom Engineering, Erie, PA
H. F. Henderson, Jr.
H. F. Henderson Ind., W. Caldwell, NJ
J. M. Pietruski
Texas Biotechnology Corp., Houston, TX
C. A. Rein
Metropolitan Life Insurance Co., New York, NY
P. R. Roedel
Reading, PA
B. S. Townsend
Dorset, England
C. A. H. Trost
Potomac, MD
Dr. P. K. Woolf
Princeton, NJ
S. K. Cepeda (A)
F. A. Donofrio (B)
J. G. Graham (A) (I) VP VP VP
T. G. Howson (B) VP-T VP-T VP-T VP-T VP-T T T T
I. H. Jolles (A) (J) VP VP VP
M. A. Nalewako (A) AS AS AS AS AS
16
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
--------------------------------------------------------------
GPU GPU GPU GPU
GPU INT'L POWER ELECTRIC (G) GPUS GPUN GENCO
--- ----- ----- -------- --- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. H. Somich (B) AT AC AT AT
P. R. Chatman (B) AC AC
F. Dominguez (D) VP-C VP-C VP-C VP-C
D. Furlong (D) C
C. A. Mansfield
GPUSC, Washington, DC VP
C. A. Mascari (E)
D. C. Brauer (A) (Q) VP-T VP-T VP-T VP-T VP
R. J. Guy (D) VP VP VP VP
B. L. Levy (D) (H) P-D P-D P-D P-D
J. A. McTear (D) VP VP VP VP
S-I
W. H. Thomson (D) AS AS AS AS-D
M. Freddo (D) AC AC AC AC
17
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
---------------------------------------------------------------------------
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
JCP&L (K) MET-ED PENELEC (L) CO. CO. CO. SAXTON
----- --- ------ ------- --- ----- ------- ------- ------
<S> <C> <C> <C> <C>
S. H. Somich (B) AT VP AT AT
P. R. Chatman (B) AC AC AC
F. Dominguez (D)
D. Furlong (D)
C. A. Mansfield
GPUSC, Washington, DC
C. A. Mascari (E) VP VP VP
D. C. Brauer (A) (Q)
R. J. Guy (D)
B. L. Levy (D) (H)
J. A. McTear (D)
W. H. Thomson (D)
M. Freddo (D)
18
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
----------------------------------------------------------------------------
GPU GPU GPU GPU GPU GPU
GPU INT'L POWER ELEC. (G) GPUS GPUN GENCO AR Telcom
--- ----- ----- ----- --- ---- ---- ----- -- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
L. Tellez (D) VP VP VP VP
AS-I
W. S. Greengrove (A) S S S S-D
W. A. Wilson
ICC Technologies, Hatboro, PA D
M. B. Roche
O.C. NS, Forked River, NJ VP
T. G. Broughton (D) D P-D
J. D. Townsend
Sedona, AZ D
M. E. Gramlich (A) AS
S. L. Guibord (A) S J J
J. Langenbach
TMI-1, Middletown, PA VP
A. H. Rone (D) VP
P. E. Maricondo (B) VP-C
R. S. Renzi (D) AS
J. F. Wilson (D) VP
G. A. Kuehn (D)
E. F. Beglin (D)
19
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
JCP&L (K) MET-ED PENELEC (L) CO. CO. CO. SAXTON
----- --- ------ ------- --- ----- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
L. Tellez (D)
W. S. Greengrove (A)
W. A. Wilson
ICC Technologies, Philadelphia, PA
M. B. Roche
O.C. NS, Forked River, NJ D
T. G. Broughton (D) D
J. D. Townsend
Sedona, AZ
M. E. Gramlich (A) AS AS AS
S. L. Guibord (A) S S S S S S
J. Langenbach
TMI-1, Middletown, PA
A. H. Rone (D) EVP-D
P. E. Maricondo (B)
R. S. Renzi (D)
J. F. Wilson (D)
G. A. Kuehn (D) VP
E. F. Beglin (E) C
20
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
-----------------------------------------------------------------------
GPU GPU GPU GPU GPU GPU
GPU INT'L POWER ELEC. (G) GPUS GPUN GENCO AR Telcom
--- ----- ----- ----- --- ---- ---- ----- -- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D. Baldassari (E) D D D-P D-P
G. E. Persson
Business Dynamics Assoc., Lakewood NJ
S. C. Van Ness
Herbert, Van Ness, Cayci & Goodwell
Princeton, NJ
S. B. Wiley
Wiley, Malehorn & Sirota, Morristown, NJ
R. S. Cohen (E) (P)
D. J. Howe (E)
E. J. McCarthy (E) (P)
D. W. Myers (E)
J. J. Westervelt (E) (P)
R. J. Toole (F) VP-D
R. S. Zechman (E)
L. A. Lenhart (C)
D. Weaver (E)
R. L. Wise (F) P-D
C. Brooks (E)
R. J. Vodzack (F) (N) AC
W. C. Matthews (E) AS AS AS
G. R. Repko (E)
21
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
-----------------------------------------------------------------------
GPU GPU GPU GPU GPU GPU
GPU INT'L POWER ELEC. (G) GPUS GPUN GENCO AR Telcom
--- ----- ----- ----- --- ---- ---- ----- -- ------
<S> <C> <C> <C> <C> <C> <C>
C. B. Snyder (A) (O) SVP
J. L. Greco (E)
22
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
----------------------------------------------------------------------------------
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
JCP&L (K) MET-ED PENELEC (L) CO. CO. CO. SAXTON
----- --- ------ ------- --- ----- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D. Baldassari (E) P-D P-D P-D P-D P-D D P-D CB-P-D
G. E. Persson
Business Dynamics Assoc., Lakewood NJ D
S. C. Van Ness
Herbert, Van Ness, Cayci & Goodell D
Princeton, NJ
S. B. Wiley D
Wiley, Malehorn & Sirota, Morristown, NJ
R. S. Cohen (E) (P) VP
D. J. Howe (E) VP VP VP
E. J. McCarthy (E) (P) VP
D. W. Myers (E) VP-C-D VP-C-D VP-C-D D-C C
J. J. Westervelt (E) (P) VP
R. J. Toole (F) VP VP VP P-D VP-D
R. S. Zechman (E) VP VP VP D
L. A. Lenhart (C) T
D. Weaver (E) VP
R. L. Wise (F) P-D
C. Brooks (E) VP VP VP
R. J. Vodzack (F) (N)
W. C. Matthews (E) AS AS AS AS
G. R. Repko (E) VP VP VP-D
23
<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
NAMES OF GPU COMPANIES WITH WHICH CONNECTED
----------------------------------------------------------------------------------
YORK
HAVEN NINEVEH WAVERLY
POWER WATER ELEC.
JCP&L (K) MET-ED PENELEC (L) CO. CO. CO. SAXTON
----- --- ------ ------- --- ----- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C. B. Snyder (A) (O) D D D D
J. L. Greco (E) D
24
<PAGE>
<FN>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
(A) Address is 300 Madison Avenue, Morristown, NJ.
(B) Address is 310 Madison Avenue, Morristown, NJ.
(C) Address is Rt. 183 & Van Reed Road, Reading, PA.
(D) Address is One Upper Pond Road, Parsippany, NJ.
(E) Address is 2800 Pottsville Pike, Muhlenberg Township, PA.
(F) Address is 1001 Broad Street, Johnstown, PA.
(G) Includes some or all of the following GPU International Group companies:
Elmwood Energy Corporation, Camchino Energy Corporation, OLS Acquisition
Corporation, OLS Energy - Berkeley, OLS Energy - Chino, OLS Energy -
Camarillo, Armstrong Energy Corporation, Geddes Cogeneration Corporation,
NCP Energy, Inc., NCP Lake Power, Inc., NCP Gem, Inc., Umatilla Groves,
Inc., NCP Dade Power, Inc., NCP Pasco, Inc., NCP Brooklyn Power, Inc., NCP
Commerce Power, Inc., NCP Houston Power, Inc., NCP Perry, Inc., NCP New
York, Inc., EI Selkirk, Inc., EI Canada Holding, Ltd., EI Brooklyn Power,
Ltd., EI Services Canada, Ltd., EI Brooklyn Investments, Ltd., EI
International, EI Fuels Corporation, EI Services, Inc., GPU International
Asia, Inc., GPU Power Ireland, Inc., Hanover Energy Corporation, EI Power
(China), Inc., EI Power (China) I, Inc., EI Power (China) II, Inc., EI
Power (China) III, Inc., Guaracachi America, Inc., EI Barranquilla, Inc.,
Barranquilla Lease Holding, Inc., Los Amigos Leasing Company, Ltd., Austin
Cogeneration Corporation, International Power Advisors, Inc., GPU Power
Philippines, Inc., Victoria Electric Holdings, Inc., Victoria Electric,
Inc., GPU Australia Holdings, Inc., Austran Holdings, Inc., EI UK
Holdings, Inc., Avon Energy Partners Holdings, and Avon Energy Partners
plc.
(H) B. L. Levy is also Director of Empresa Guaracachi S.A., Termobarranquilla
S.A., GPU International Australia Pty Ltd., EI UK Holdings, Inc., Avon
Energy Partners Holdings, Avon Energy Partners plc, Midlands Electricity
plc. and GPU PowrNet Pty. Ltd.
(I) J. G. Graham is also Director EI UK Holdings, Inc., Avon Energy Partners
Holdings, Avon Energy Partners plc, Midlands Electricity plc. and
Midlands Power International Ltd.
(J) I. H. Jolles is also Alternate Director of Midlands Electricity, plc., Avon
Energy Partners Holdings, Avon Energy Partners, plc. and GPU PowerNet Pty
Ltd.
(K) Includes the following companies: JCP&L Preferred Capital, Inc., and JCP&L
Capital, L.P.
(L) Includes the following companies: Met-Ed Preferred Capital, Inc., Met-Ed
Capital, L.P., Penelec Preferred Capital, Inc., and Penelec Capital, L.P.
25
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
(M) F. D. Hafer is also a Director of Avon Energy Partners Holdings, Avon
Energy Partners plc., Midlands Electricity plc., GPU PowerNet Pty Ltd.
and Midlands Power International Ltd.
(N) R. J. Vodzack is also Chief Accounting Officer of GPU Genco.
(O) C. Snyder is also a Director of GPU PowerNet Pty Ltd.
(P) Resigned from all positions on December 31, 1997.
(Q) Resigned from all positions at GPU International, Inc., GPU Power, Inc.,
GPU Electric, Inc. and all subsidiaries listed in footnote (G) hereto
effective December 31, 1997.
</FN>
</TABLE>
26
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
PART I. AS OF DECEMBER 31, 1997
KEY
------------------------------------------
CH - Chairman
CB - Chairman of the Board
D - Director
P - President
EVP - Executive Vice President
SVP - Senior Vice President
VP - Vice President
C - Comptroller
T - Treasurer
S - Secretary
S-D - Secretary (Domestic Companies)
S-I - Secretary (International Companies)
AS - Assistant Secretary
AS-D - Assistant Secretary (Domestic Companies)
AS-I - Assistant Secretary (International Companies)
AT - Assistant Treasurer
AC - Assistant Comptroller
27
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
Part II. AS OF DECEMBER 31, 1997
NAME AND LOCATION POSITION HELD APPLICABLE
NAME OF OFFICER OF IN FINANCIAL EXEMPTION
OR DIRECTOR FINANCIAL INSTITUTION INSTITUTION RULE
- --------------- --------------------- ------------- ----------
D. Baldassari First Morris Bank Director 70(f)
Morristown, NJ
F. D. Hafer Sovereign Bancorp, Inc. Director 70(a)
and Sovereign Bank
Reading, PA
C. A. Rein Bank of New York Director 70(b)
New York, NY
S. B. Wiley First Morris Bank Director
Morristown, NJ (Chairman) 70(c)
R. L. Wise U.S. Bancorp, Inc. Director 70(f)
Johnstown, PA
" " U.S. Bancorp Director 70(f)
Trust Company
Johnstown, PA
" " U.S. National Bank Director 70(f)
of Johnstown
Johnstown, PA
28
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued):
Part III.
Information concerning the compensation and other related information for
the Officers and Directors of GPU, JCP&L, Met-Ed and Penelec is filed as Exhibit
F-1 to this Form U5S.
29
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Name of Company Account
Name of Beneficiary Purpose Charged Amount
Jersey Central Power & Light Company:
Salary and Expenses - Public
Affairs Activities (2) (3) $ 929,201
Edison Electric Institute - Dues (1) (3) & (4) 149,849
Alliance for Competitive Electricity (1) (3) 27,485
Utility Water Act Group (1) (4) 2,594
MWW Strategic Communications (2) (3) 16,077
Community Outreach Program (2) (3) 88,900
Monroe Township Municipalization (2) (3) 17,379
Martin Bontempo, Inc. (2) (3) 49,500
Norwescap, Inc. (1) (3) 34,000
O.C.E.A.N., Inc. (1) (3) 51,000
3 Beneficiaries (1) & (2) (3) & (4) 5,358
---------
Company total $1,371,343
Metropolitan Edison Company:
Salary & Expenses - Public
Affairs Activities (2) (3) $ 612,911
Edison Electric Institute - Dues (1) (3) & (4) 93,685
Alliance for Competitive Electricity (1) (3) 14,301
Utility Water Act Group (1) (4) 1,297
National Conference of State Legislators-
Private Sector Sponsorship (2) (3) 10,000
Project Good Neighbor (1) (3) 129,741
8 Beneficiaries (1) & (2) (3) & (4) 15,453
---------
Company total $ 877,388
---------
Pennsylvania Electric Company:
Salary & Expenses - Public Affairs
Activities (2) (3) $ 739,319
Edison Electric Institute - Dues (1) (3) & (4) 102,350
Alliance for Competitive Electricity (1) (3) 17,603
Utility Water Act Group (1) (4) 1,297
Project Good Neighbor (1) (3) 142,681
3 Beneficiaries (1) & (2) (3) & (4) 7,294
---------
Company total $1,010,544
Total for all Companies $3,259,275
30
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (Continued):
Notes: (1) Contribution or membership fee.
(2) Public relations services.
(3) Income deduction.
(4) Operating expense.
31
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Serving Receiving
Transaction Company Company Compensation
- ----------- ------- ------- ------------
(In Thousands)
Charges incurred in JCP&L Met-Ed $ 375
connection with the " Penelec 421
Allenhurst Remittance Center
Phillipsburg building costs JCP&L GPUS 195
allocated to Corporate Plant
Accounting Department
MGO building costs allocated to JCP&L Met-Ed 33
Conditioned Power Department
Costs associated with the Accounting JCP&L GPUS 59
Operations Department for services
provided
Costs related to the Claims JCP&L Met-Ed 3
Dept. for services provided " Penelec 3
Services provided by JCP&L employee JCP&L GPUS 22
temporarily reassigned to GPUS'
Internal Auditing Department
Construction Services provided by JCP&L GPU Telcom 344
JCP&L employees
Operating Start-up costs JCP&L GPU AR 5
Other JCP&L GPUS 13
------
Total JCP&L $1,473
======
32
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued)
Part I. (Continued)
Serving Receiving
Transaction Company Company Compensation
(In Thousands)
Costs incurred by Reprographics Met-Ed GPUN $ 9
Department for services provided " GPUS 152
" JCP&L 104
" Penelec 158
" Genco 173
" GPUI Group 8
" GPU, Inc. 6
" GPU AR 1
Company Store charges Met-Ed GPUS 12
" JCP&L 18
" Penelec 69
" Genco 5
Computer Equipment Met-Ed GPU AR 92
Costs incurred by IS and Met-Ed GPUS 103
Accounting Departments for
Services provided
Vehicle service Met-Ed GPUS 80
Costs incurred for the operation Met-Ed JCP&L 231
and maintenance of JCP&L owned
capacitors at TMI & Hosensack
Materials Met-Ed Penelec 59
Met-Ed personnel charges Met-Ed Penelec 190
Management services related to Met-Ed GPUI Group 211
Solaris Power
Gateway Building Met-Ed GPUS 293
Rental of office space Met-Ed GPUS 13
Harrisburg lobbyist expenses Met-Ed GPUS 66
" GPUN 86
" GPUI Genco 37
Operating Start-up costs Met-Ed GPU AR 180
Other Met-Ed GPU AR 11
" GPUS 12
" JCP&L 85
" GPUI Group 1
-----
Total Met-Ed $2,465
=====
33
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued)
Part I. (Continued)
Serving Receiving
Transaction Company Company Compensation
(In Thousands)
Costs associated with GPU Penelec GPUN $ 32
consolidated Accounts " GPUS 22
Payable Department " Met-Ed 55
" JCP&L 87
" Genco 77
Costs associated with GPU Penelec GPUN 39
consolidated Payroll " GPUS 9
Department " Met-Ed 19
" JCP&L 35
" Genco 28
Costs associated with GPU Penelec Met-Ed 1
consolidated Fuels Department
Vehicle usage Penelec GPUS 6
" Met-Ed 3
Costs associated with business Penelec Met-Ed 2
office data verification and
cleanup
Engineering services related to Penelec GPUI Group 6
various GPUI Group projects
Costs associated with the Penelec Genco 161
Electrical Maintenance
Information System
Rental of office space Penelec Genco 2,469
Costs associated with other GPU Penelec Genco 254
System consolidated General and
Administrative functions
Costs associated with Penelec Genco 247
mobile maintenance
Other Penelec GPUN 12
------
Total Penelec $3,564
======
34
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS: (Continued)
Part I. (Penelec Continued)
A Mutual Assistance Agreement, approved by the Pennsylvania Public Utility
Commission by order dated December 15, 1993, between and among Met-Ed, Penelec,
JCP&L, GPUN, GPUS and Genco covering various affiliate transactions in goods and
services remains in effect at year end.
Part II.
None.
Part III.
None.
35
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
EXEMPT WHOLESALE GENERATORS (EWG):
EI Selkirk, Inc. and Selkirk Cogeneration Partners Limited Partnership
Part I.
(a) At December 31, 1997, GPU International, Inc. (GPUI), through its
wholly-owned subsidiary EI Selkirk, Inc., owned a 13.55% preferred interest
and a 20% common interest in Selkirk Cogeneration Partners Limited
Partnership (Selkirk).
Selkirk is a Delaware limited partnership and was formed for the purpose of
constructing, owning and operating two natural gas-fired combined-cycle
cogeneration facilities located in Bethlehem, New York. The facilities are
79.9 and 26.5 megawatts (MW) each with a combined average net capacity of
344.9 MW producing steam and electricity.
(b) GPU, Inc. (GPU), indirectly through its wholly-owned subsidiary GPUI, has
invested $20,285,793 in Selkirk.
(c) Ratio of debt to common equity of Selkirk - (12):1
Accumulated losses of Selkirk - $(13,566,102)
(d) None.
Part II.
An organizational chart showing the relationship of GPU International, Inc. to
Selkirk is provided in Exhibit H-1.
Financial statements of Selkirk Cogeneration Partners Limited Partnership as of
and for the year ended December 31, 1997 are provided in Exhibit I-1.
36
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ----------------------------------------------
EI Canada Holding Limited, EI Brooklyn Power Limited, EI Brooklyn Investments
- --------------------------------------------------------------------------------
Limited, EI Services Canada Limited and Brooklyn Energy Limited Partnership
- ---------------------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU International, Inc. (GPUI), through its
wholly-owned subsidiaries EI Canada Holding Limited, EI Brooklyn Power
Limited and EI Brooklyn Investments Limited, owned a 74.1% general
partnership interest and a 1% limited partnership interest in Brooklyn
Energy Limited Partnership (BELP).
BELP, a 24 megawatt wood and oil burning cogeneration facility, is located
in Brooklyn, Nova Scotia, Canada, and commenced commercial operation in
April 1996.
(b) GPU, indirectly through its wholly-owned subsidiary GPUI, capitalized
$204,883 in organizational costs related to its investment in BELP, and has
invested $748,422 in BELP.
As of December 31, 1997, GPU International has made capital contributions
in Brooklyn totaling Candian $12.9 million (approximately U.S. $9 million)
and has provided Canadian $4.2 million (approximately U. S. $3 million) of
funding to EI Services Canada Limited and Brooklyn to pay past due
operating expenses. In 1997, GPU International recorded a provision of U.S.
$7.9 million to fully reserve its investment balance and advances due to
both GPU International and EI Services Canada Limited.
(c) Ratio of debt to common equity of BELP - (14):1
Accumulated losses of BELP - $(4,584,927)
(d) EI Services Canada Limited (ESC), a wholly-owned subsidiary of GPUI, has an
operation and maintenance (O&M) contract with BELP. ESC is entitled to an
annual fee of C $300,000 per year.
Part II.
An organizational chart showing the relationship of GPU International, Inc. to
BELP is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
BELP and ESC as of and for the year ended December 31, 1997 are provided in
Exhibit I-1.
37
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
GPU Power, Inc.
- ---------------
Part I.
(a) At December 31, 1997, GPU, Inc. (GPU) owned 100% of GPU Power, Inc., a
Delaware corporation established to make investments in EWGs, own and/or
operate eligible facilities and to engage in project development activities
for eligible facilities.
(b) GPU has invested $33,000,000 in GPU Power, Inc.
(c) Ratio of debt to common equity - Not applicable.
Accumulated losses - $(1,730,690)
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to other
EWGs in which it has an interest is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
GPU Power, Inc. as of and for the year ended December 31, 1997 are provided in
Exhibit I-1.
38
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
Guaracachi America, Inc. and Empresa Guaracachi S.A.
- ----------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
Guaracachi America, Inc., owned 50% of Empresa Guaracachi S.A.
Empresa Guaracachi S.A. is a Bolivian corporation having three facilities
located in Bolivia in and around the cities of Santa Cruz, Sucre and
Potosi. It is an electric generating company having an aggregate capacity
of 216 megawatts.
(b) GPU, through its wholly-owned subsidiary GPU Power, Inc., invested
$47,131,000 in Empresa Guaracachi S.A. The investment was funded by a
capital contribution from GPU of $33,000,000 and borrowings of $14,131,000.
(c) Ratio of debt to common equity of Empresa Guaracachi S.A. - .3213:1
Accumulated earnings of Empresa Guaracachi S.A. - $3,252,028
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Empresa
Guaracachi S.A. is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
Empresa Guaracachi S.A. as of and for the year ended December 31, 1997 are
provided in Exhibit I-1.
39
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
EI Barranquilla, Inc. and Termobarranquilla S.A.
- ------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
EI Barranquilla, Inc., owned a 29% interest in Termobarranquilla S.A.
Empresa de Servicios Publicos (TEBSA).
TEBSA consists of an existing 240 megawatt gas-fired generating plant
located near Barranquilla, Colombia, and a 750 megawatt gas-fired plant
currently being constructed adjacent to the existing plant. As of December
31. 1997, six of the planned seven units were in operation. Electricity
generated by these plants will be sold to Corporacion Electrica de la Costa
Atlantica (Corelca) under a 20-year contract. Total project costs,
including the acquisition of the existing plant, are approximately $750
million, of which GPU Power, Inc.'s equity contribution is expected to be
approximately $65 million.
(b) As of December 31, 1997, GPU Power Inc. has made capital contributions
totaling $382,583 in TEBSA.
As of October 18, 1995, a guarantee of amounts up to $122,750,000 was made
by GPU for the benefit of the Bankers Trust Company as collateral agent on
behalf of the Equity Bridge Lenders and the Secured Parties in connection
with the Barranquilla, Colombia acquisition.
(c) Ratio of debt to common equity of TEBSA - Not applicable.
Accumulated losses of TEBSA - $(8,758,095)
(d) See GPUI Colombia, Ltda. Item I, Part (d).
Part II.
An organization chart showing the relationship of GPU Power, Inc. to TEBSA is
provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
TEBSA as of and for the year ended December 31, 1997 are provided in Exhibit
I-1.
40
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
Barranquilla Lease Holding, Inc. and Los Amigos Leasing Company, Ltd.
- ---------------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
Barranquilla Lease Holding, Inc., owned a 100% interest in Los Amigos
Leasing Company, Ltd. (Leaseco).
Leaseco, which is a Bermuda corporation, has begun to procure equipment to
be used by and leased to TEBSA. Pursuant to a lease agreement, Leaseco will
deliver certain non-Colombian equipment related to TEBSA, and TEBSA will
make lease payments equal to the interest and principal payments of
Leaseco.
(b) GPU, indirectly through its wholly-owned subsidiary GPU Power, Inc., has
invested $12,000 in Leaseco to capitalize the company.
(c) Ratio of debt to common equity of Leaseco - 297:1
Accumulated losses of Leaseco - $1,064,207
(d) Pursuant to the lease agreement, Leaseco will deliver certain non-Colombian
equipment related to the project to TEBSA during the construction period.
TEBSA will lease the imported equipment from Leaseco during an interim
lease term during the construction period and subsequently during a 15 year
basic lease term. During the interim lease term, TEBSA will pay rent to
Leaseco to reimburse it for certain expenses, including interest incurred
during construction. During the basic lease term, TEBSA will make lease
payments equal to the interest and principal payments of Leaseco.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Leaseco
is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
Leaseco as of and for the year ended December 31, 1997 are provided in Exhibit
I-1.
41
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
EI International and GPUI Colombia, Ltda.
- -----------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
EI International, owned a 100% interest in GPUI Colombia, Ltda.
GPUI Colombia, Ltda. has entered into an operation and maintenance (O&M)
agreement with TEBSA to provide management services to TEBSA over its
20-year contract with Corelca. Fees for these management services are in
accordance with the terms and conditions of the O&M agreement.
(b) GPU, indirectly through its wholly-owned subsidiary GPU Power, Inc., has
invested $10,000 in GPUI Colombia, Ltda. to capitalize the company.
GPUI has guaranteed the obligations of GPU Power, Inc.'s subsidiaries, GPUI
Colombia, Ltda. and International Power Advisors, Inc. (the Operators),
under the O&M agreement in the TEBSA project. Pursuant to the guarantee,
GPUI has guaranteed the performance of the Operators, of which the limit of
liability is $5,000,000.
(c) Ratio of debt to common equity of GPUI Colombia, Ltda. - Not applicable.
Accumulated earnings of GPUI Colombia, Ltda. - $168,520.
(d) See (a) above.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to GPUI
Colombia, Ltda. is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
GPUI Colombia, Ltda. as of and for the year ended December 31, 1997 are provided
in Exhibit I-1 as part of GPU Power, Inc.'s consolidating financial statements.
42
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
Hanover Energy Corporation
- --------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc. owned 100% of Hanover Energy
Corporation, a New Jersey corporation established to make future
investments in EWGs.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to Hanover Energy Corporation as of December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Hanover
Energy Corporation is provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
43
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
EI Power (China), Inc. and China Power Partners, L.P.
- -----------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc. through its wholly-owned subsidiary
EI Power (China), Inc., owned a 49% limited partnership interest and a 1%
general partnership interest in China Power Partners, L.P.
China Power Partners, L.P. is a Delaware limited partnership established to
make future investments in EWG's in China.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to EI Power (China), Inc. or China Power Partners, L.P. as of
December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to China
Power Partners L.P. is provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
44
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
EI Power (China) I, Inc. and Ming Jiang Power Partners, L.P.
- ------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
EI Power (China) I, Inc., owned a 49% limited partnership interest and a 1%
general partnership interest in Ming Jiang Power Partners, L.P.
Ming Jiang Power Partners, L.P. is a Delaware limited partnership
established to make future investments in EWGs in China.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to EI Power (China) I, Inc. or Ming Jiang Power Partners,
L.P. as of December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Ming
Jiang Power Partners, L.P. is provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
45
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
EI Power (China) II, Inc. and Nanjing Power Partners, L.P.
- ----------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
EI Power (China) II, Inc., owned a 49% limited partnership interest and a
1% general partnership interest in Nanjing Power Partners, L.P.
Nanjing Power Partners, L.P. is a Delaware limited partnership established
to make future investments in EWGs in China.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to EI Power (China) II, Inc. or
Nanjing Power Partners, L.P. as of December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Nanjing
Power Partners, L.P. is provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
46
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
EI Power (China) III, Inc. and Zhuang He Power Partners, L.P.
- -------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc. through its wholly-owned subsidiary
EI Power (China) III, Inc., owned a 49% limited partnership interest and a
1% general partnership interest in Zhuang He Power Partners, L.P.
Zhuang He Power Partners, L.P. is a Delaware limited partnership
established to make future investments in EWG's in China.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to EI Power (China) III, Inc. or Zhuang He Power Partners,
L.P. as of December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Zhuang He
Power Partners, L.P. is provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
47
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
Austin Cogeneration Corporation and Austin Cogeneration Partners, L.P.
- ----------------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc., through its wholly-owned subsidiary
Austin Cogeneration Corporation, owned a 99% limited partnership interest
and a 1% general partnership interest in Austin Cogeneration Partners, L.P.
Austin Cogeneration Partners, L.P. is a Delaware limited partnership
established to invest in EWGs and qualifying facilities.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to Austin Cogeneration Corporation or Austin Cogeneration
Partners, L.P. as of December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to Austin
Cogeneration Partners, L.P. is provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
48
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
International Power Advisors, Inc.
- ----------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc. owned 100% of International Power
Advisors, Inc. (IPA), a Delaware corporation established to provide
technical services to EWGs.
IPA has entered into an operation and maintenance (O&M) agreement with
TEBSA to provide technical services and technical assistance in the O&M of
the generating facilities of TEBSA. Fees for these services are in
accordance with the terms and conditions of the O&M agreement.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to IPA as of December 31, 1997.
Accumulated earnings - None.
(d) See (a) above.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to IPA is
provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
49
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
EXEMPT WHOLESALE GENERATORS (EWG) (Continued):
- ---------------------------------
GPU Power Philippines, Inc. (formerly Colombian Installations, Inc.) and
- --------------------------------------------------------------------------------
Magellan Utilities Development Corporation
- ------------------------------------------
Part I.
(a) At December 31, 1997, GPU Power, Inc. through its wholly-owned subsidiary,
GPU Power Philippines, Inc. (formerly Colombian Installations, Inc.), a
Delaware corporation owned a 13.2% interest in Magellan Utilities
Development Corporation (MUDC).
MUDC, a Philippine corporation, plans to build a 300 MW pulverized
coal-fired power plant which will sell power under a 25-year power purchase
agreement to Manila Electric Company. The plant will be constructed on a
100-acre site located on the south shore of Bantangas Bay, Philippines.
Commercial operation is expected after a three-year construction period.
(b) None.
(c) Ratio of debt to common equity - GPU Power, Inc. has not made equity
contributions to GPU Power Philippines, Inc. as of December 31, 1997.
Accumulated earnings - None.
(d) None.
Part II.
An organizational chart showing the relationship of GPU Power, Inc. to MUDC is
provided in Exhibit H-1.
Exhibit I-1 - Not applicable.
50
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO):
- --------------------------------
GPU Electric, Inc.
- ------------------
Part I.
(a) At December 31, 1997, GPU owned 100% of GPU Electric, Inc., a Delaware
corporation established to make investments in FUCO's, own and/or operate
eligible facilities and to engage in project development activities for
eligible facilities.
(b) At December 31, 1997, GPU has invested $98,000,000 in GPU Electric, Inc. In
early 1998, GPU invested an additional $250,000,000 in GPU Electric, Inc.
(c) Ratio of debt to common equity - Not applicable.
Accumulated losses - $(2,493,744)
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to other
FUCO's in which it has an interest is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
GPU Electric, Inc. as of and for the year ended December 31, 1997 are provided
in Exhibit I-1.
51
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO) (Continued):
- --------------------------------
Victoria Electric Holdings, Inc., Victoria Electric, Inc. and Solaris Power
- ---------------------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Electric, Inc. through its wholly-owned
subsidiary Victoria Electric Holdings, Inc and its wholly-owned subsidiary
Victoria Electric, Inc., owned 50% of Solaris Power (Solaris).
Solaris is an Australian electric distribution company located in and
around Melbourne, Australia, which serves approximately 230,000 customers.
In January 1998, GPU Electric, Inc. sold its 50% interest in Solaris.
(b) GPU, indirectly through its wholly-owned subsidiary GPU Electric, Inc., has
invested approximately $112,173,000 in Solaris. The investment was funded
by a capital contribution from GPU of $48,000,000 and borrowings of
approximately $64,173,000.
As of December 31, 1997, GPU has guaranteed amounts not to exceed an
aggregate of Australian $95 million (US $75 million), outstanding at any
one time. The proceeds of such borrowings were used to fund, in part, GPU's
investment in Solaris.
(c) Ratio of debt to common equity of Solaris - 3.36:1
Accumulated earnings of Solaris - $33,585,191
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to
Solaris is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
Solaris as of and for the year ended December 31, 1997 are provided in Exhibit
I-1.
52
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO) (Continued):
- --------------------------------
EI UK Holdings, Inc., Avon Energy Partners Holdings, Avon Energy Partners plc
- --------------------------------------------------------------------------------
and Midlands Electricity plc
- ----------------------------
Part I.
(a) At December 31, 1997, GPU Electric, Inc. through its wholly-owned
subsidiary EI UK Holdings, Inc. (EIUK), owned a 50% interest in Avon Energy
Partners Holdings which owned 100% of Avon Energy Partners plc, which in
turn, owned 100% of Midlands Electricity plc (Midlands).
Midlands is an English regional electric company which supplies and
distributes electricity to 2.2 million customers in England. Midlands also
owns a generation business that produces electricity both domestically and
internationally, and a gas supply company that provides natural gas to
8,000 customers in England.
(b) GPU, indirectly through its wholly-owned subsidiary GPU Electric, Inc., has
invested approximately $568 million in Midlands.
As of December 31, 1997, EIUK has borrowed approximately $561 million,
through a GPU, Inc. guaranteed five-year bank term loan facility, to fund
its investment in Avon Energy Partners Holdings.
(c) Ratio of debt to common equity of Midlands Electricity - .239:1
Accumulated earnings of Midlands Electricity - $2,351,411,076
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to
Midlands is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
Midlands as of and for the year ended December 31, 1997 are provided in Exhibit
I-1.
53
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
FOREIGN UTILITY COMPANIES (FUCO) (Continued):
- --------------------------------
GPU Australia Holdings, Inc., Austran Holdings, Inc., GPU PowerNet Pty. Ltd.,
- --------------------------------------------------------------------------------
GPU PowerNet Investment, Pty. Ltd. and Austran Investment Pty. Ltd.
- -------------------------------------------------------------------
Part I.
(a) At December 31, 1997, GPU Electric, Inc. through its wholly-owned
subsidiary GPU Australia Holdings, Inc. owned a 100% interest in Austran
Holdings, Inc., which in turn owned 100% of GPU PowerNet Pty. Ltd. (GPU
PowerNet).
GPU PowerNet is an Australian regional electric transmission company which
serves electricity to 4.5 million customers in the State of Victoria.
(b) GPU, indirectly through its wholly-owned subsidiary GPU Electric, Inc., has
invested approximately $1.9 billion in GPU PowerNet.
As of December 31, 1997, GPUI Australia Holdings, Inc., has borrowed $450
million, through a GPU, Inc. guaranteed five-year bank term loan facility,
to partially fund it's investment in GPU PowerNet.
As of December 31, 1997, Austran Holdings, Inc., has borrowed approximately
$1.4 billion, through a non-recourse senior debt facility, to fund the
remaining investment in GPU PowerNet.
(c) Ratio of debt to common equity of GPU PowerNet - 57.85:1
Accumulated losses of GPU PowerNet - $(1,097,319)
(d) None.
Part II:
An organizational chart showing the relationship of GPU Electric, Inc. to GPU
PowerNet is provided in Exhibit H-1.
Filed pursuant to request for confidential treatment, financial statements of
GPU Australia Holdings, Inc., Austran Holdings, Inc., GPU PowerNet Pty. Ltd.,
GPU PowerNet Investment, Pty. Ltd. and Austran Investment Pty. Ltd. as of and
for the year ended December 31, 1997 are provided in Exhibit I-1 as part of GPU
Electric, Inc.'s consolidating financial statement.
54
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)
Part III.
GPU's aggregate investment in EWG's and FUCO's at December 31, 1997, was as
follows*:
EWG's: $ 235,300,000
FUCO's: $ 1,181,933,000
GPU's aggregate capital investment in domestic public utility subsidiary
companies at December 31, 1997 was approximately $3,046,005,000.
Ratio of GPU's aggregate investment of EWG's and FUCO's to GPU's aggregate
investment in domestic public utility subsidiary companies at December 31, 1997,
was as follows:
EWG's: .08:1
FUCO's: .39:1
*Pursuant to Rule 53(a)(1)(i) under the Public Utility Holding Company Act of
1935, aggregate investment as stated herein Part III includes all amounts
invested, or committed to be invested, in foreign utility companies (FUCO) and
exempt wholesale generators (EWG), for which there is recourse, directly or
indirectly, to the registered holding company.
55
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Page
Consolidating Financial Statements, Schedules and Notes
- Report of Independent Accountants. 57
- Consolidating Financial Statements of GPU, Inc. 58-70
for 1997.
- Combined Notes 1 through 14 to Consolidated Financial
Statements incorporated herein by reference, in Exhibit
A (page 69), in the GPU, Inc. Annual Report on Form 10-K
for 1997 (Item 8 of 10-K).
- - Combined Notes 1 through 14 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page 69), in the Jersey
Central Power & Light Company Annual Report on Form
10-K for 1997 (Item 8 of 10-K).
- Combined Notes 1 through 14 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page 69), in the
Metropolitan Edison Company Annual Report on Form 10-K
for 1997 (Item 8 of 10-K).
- Combined Notes 1 through 14 to Consolidated Financial Statements
incorporated herein by reference, in Exhibit A (page 69), in the
Pennsylvania Electric Company Annual Report on Form 10-K
for 1997 (Item 8 of 10-K).
- - Exhibits 71
56
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of GPU, Inc.
We have audited the consolidated balance sheet of GPU, Inc. and Subsidiary
Companies as of December 31, 1997 and the related consolidated statements of
income, retained earnings, and cash flows for the year then ended. Such
consolidated financial statements are included in the consolidating financial
statements listed in Item 10 of this Form U5S. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of GPU, Inc. and
Subsidiary Companies as of December 31, 1997 and the consolidated results of
their operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The supplementary
consolidating information and the financial statement exhibits of the individual
companies listed in Item 10 of this U5S are presented for purposes of additional
analysis rather than to present the financial position, results of operations,
and cash flows of the individual companies, and are not a required part of the
consolidated financial statements. The supplementary consolidating information
and the financial statement exhibits have been subjected to the auditing
procedures applied in the audit of the consolidated financial statements and, in
our opinion, are fairly stated, in all material respects, in relation to the
consolidated financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
New York, New York
February 4, 1998
57
<PAGE>
<TABLE>
GPU, Inc. and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
----------------------------------
(In Thousands)
<CAPTION>
GPU, Inc. and
Subsidiary Eliminations Jersey Central Metropolitan Pennsylvania
Companies and Power & Light Edison Electric
ASSETS Consolidated Adjustments GPU, Inc. Company Company Company
------------ ----------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Utility Plant:
In service, at original cost $11,150,677 $ 4,671,568 $ 2,411,810 $ 2,812,720
Less, accumulated depreciation 4,050,165 2,007,427 919,771 1,091,965
----------- ----------- ----------- -----------
Net utility plant in service 7,100,512 2,664,141 1,492,039 1,720,755
Construction work in progress 250,050 124,887 45,435 69,089
Other, net 159,009 92,654 39,056 26,110
----------- ----------- ---------- -----------
Net utility plant 7,509,571 2,881,682 1,576,530 1,815,954
----------- ----------- ----------- -----------
Other Property and Investments:
Common stock of subsidiaries -- $ 3,244,657(A) $ 3,244,657
GPU International Group
investments, net 596,679
Nuclear decommissioning trusts 579,673 343,434 168,110 68,129
Nuclear fuel disposal trust 108,652 108,652
Goodwill, net 581,364
Other, net 252,335 6,082 8,951 11,958 7,071
----------- ----------- ----------- ----------- ----------- -----------
Total other property and investments 2,118,703 3,244,657 3,250,739 461,037 180,068 75,200
----------- ----------- ----------- ----------- ----------- -----------
Current Assets:
Cash and temporary cash investments 85,099 2,994 6,116
Special deposits 27,093 6,778 1,055 2,449
Accounts receivable:
Customers, net 290,247 153,753 65,156 71,338
Other 104,441 160,691(B,C, 6,191 18,225 29,399 21,051
Unbilled revenues 147,162 D) 59,687 39,747 47,728
Materials and supplies, at average cost
or less:
Construction and maintenance 187,799 90,037 38,597 47,853
Fuel 40,424 14,260 11,323 14,841
Investment held for sale 106,317
Deferred income taxes 83,962 27,536 2,945 7,589
Prepayments 56,636 164 14,468 6,762 29,856
----------- ----------- ----------- ----------- ----------- -----------
Total current assets 1,129,180 160,691 6,355 387,738 201,100 242,705
----------- ----------- ----------- ----------- ----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Three Mile Island Unit 2 deferred costs 345,326 109,498 146,290 89,538
Income taxes recoverable through future
rates 510,680 128,111 178,927 203,642
Nonutility generation contract buyout
costs 245,568 140,500 76,368 28,700
Unamortized property losses 99,532 94,726 2,650 2,156
Other 448,146 1,432(E) 312,867 70,647 66,064
----------- ----------- ----------- ----------- -----------
Total regulatory assets 1,649,252 1,432 785,702 474,882 390,100
Deferred income taxes 383,169 154,708 87,332 55,698
Other 134,833 26,458(F) 231 19,909 14,069 13,118
----------- ----------- ----------- ----------- ----------- -----------
Total deferred debits and other assets 2,167,254 27,890 231 960,319 576,283 458,916
----------- ----------- ----------- ---------- ----------- -----------
Total Assets $12,924,708 $ 3,433,238 $ 3,257,325 $ 4,690,776 $ 2,533,981 $ 2,592,775
=========== =========== =========== =========== =========== ===========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
58
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
----------------------------------
(In Thousands)
GPU GPU GPU GPU GPU GPU GPU
Advanced Generation Service Nuclear International Power Electric
ASSETS Resources, Inc. Inc. Inc. Inc. Inc. Inc. Inc.
--------------- ---------- ------- -------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Utility Plant:
In service, at original cost $ 69,733 $1,184,846
Less, accumulated depreciation 26,721 4,281
------- ---------
Net utility plant in service 43,012 1,180,565
Construction work in progress 10,639
Other, net 1,189
------- ---------
Net utility plant 44,201 1,191,204
------- ---------
Other Property and Investments:
Common stock of subsidiaries
GPU International Group
investments, net $ 79,458 $ 12 517,209
Nuclear decommissioning trusts
Nuclear fuel disposal trust
Goodwill, net 16,243 6,928 558,193
Other, net $ 161 $ 759 $ 19,138 $ 1,529 $ 129,630 $ 52,857 $ 14,199
----------- ------ ------- ------- --------- ------ ---------
Total other property and
investments 161 759 19,138 1,529 225,331 59,797 1,089,601
----------- ------ ------- ------- --------- ------ ---------
Current Assets:
Cash and temporary cash
investments 3,534 81 24 75 4,203 12,384 55,688
Special deposits 249 70 390 16,102
Accounts receivable:
Customers, net
Other 1,390 65,794 23,862 51,678 18,970 7,011 21,561
Unbilled revenues
Materials and supplies, at
average cost or less:
Construction and maintenance 5,488 5,824
Fuel
Investment held for sale 106,317
Deferred income taxes 1,929 925 43,038
Prepayments 37 1,219 1 1,717 909 1,503
----------- ------- ------- ------- --------- ------- --------
Total current assets 4,961 66,124 25,175 52,144 42,921 26,717 233,931
----------- ------- ------- ------- --------- ------- --------
Deferred Debits and Other Assets:
Regulatory assets:
Three Mile Island Unit 2
deferred costs
Income taxes recoverable
through future rates
Nonutility generation contract
buyout costs
Unamortized property losses
Other
Total regulatory assets
Deferred income taxes 17,135 17,411 27,715 963 22,207
Other 1,399 2,727 1,116 49,377 59,345
----------- ------ ------- ------- --------- ------- --------
Total deferred debits
and other assets 18,534 20,138 28,831 50,340 59,345 22,207
----------- ------ ------- ------- --------- ------- --------
Total Assets $ 5,122 $85,417 $108,652 $ 82,504 $ 318,592 $145,859 $2,536,943
=========== ====== ======= ======= ========= ======= =========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
59
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
----------------------------------
(In Thousands)
GPU, Inc. and
Subsidiary Eliminations Jersey Central Metropolitan Pennsylvania
Companies and Power & Light Edison Electric
LIABILITIES AND CAPITAL Consolidated Adjustments GPU, Inc. Company Company Company
------------ ----------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock $ 314,458 $ 326,050 $ 314,458 $ 153,713 $ 66,273 $ 105,812
Capital surplus 755,040 1,438,219 755,040 510,769 370,200 285,486
Retained earnings 2,140,712 1,509,684 2,140,712 875,639 268,634 393,708
Accumulated other comprehensive
income/(loss) (29,296) (29,296) (29,296) 12,487 6,332
---------- ---------- ---------- ---------- ---------- -----------
Total 3,180,914 3,244,657 3,180,914 1,540,121 717,594 791,338
Less:reacquired common stock,
at cost 80,984 80,984
---------- ---------- ---------- ---------- ---------- -----------
Total common stockholders'
equity 3,099,930 3,244,657 3,099,930 1,540,121 717,594 791,338
Cumulative preferred stock:
With mandatory redemption 91,500 91,500
Without mandatory redemption 66,478 37,741 12,056 16,681
Subsidiary-obligated
mandatorily redeemable
preferred securities 330,000 125,000 100,000 105,000
Long-term debt 4,325,972 26,458(F) 1,173,304 576,924 676,444
---------- ---------- ---------- ---------- ------------ ----------
Total capitalization 7,913,880 3,271,115 3,099,930 2,967,666 1,406,574 1,589,463
----------- ---------- ---------- ---------- ------------ ----------
Current Liabilities:
Securities due within one year 631,934 12,511 22 30,011
Notes payable 353,214 91,600 115,254 67,279 77,581
Obligations under capital
leases 138,919 79,419 38,372 19,939
Accounts payable 413,791 158,814(B) 256 140,989 158,462 87,294
Taxes accrued 48,304 62(C) 2 3,966 21,455 15,966
Deferred energy 25,645 25,645
Interest accrued 83,947 57 26,021 15,903 20,902
Other 325,681 64,062 76,529 33,351 19,654
----------- ---------- ---------- ---------- ------------ ----------
Total current liabilities 2,021,435 158,876 155,977 480,334 334,844 271,347
----------- ---------- ---------- ---------- ------------ ----------
Deferred Credits and Other
Liabilities:
Deferred income taxes 1,566,131 644,562 412,692 478,182
Unamortized investment
tax credits 123,162 54,675 29,134 39,353
Three Mile Island Unit 2
future
costs 448,808 112,227 224,354 112,227
Regulatory liabilities 101,774 1,432(E) 49,226 24,195 29,785
Other 749,518 1,815 1,418 382,086 102,188 72,418
----------- ---------- ---------- ---------- ------------ ----------
Total deferred credits
and other Liabilities 2,989,393 3,247(D) 1,418 1,242,776 792,563 731,965
----------- ---------- ---------- ---------- ------------ ----------
Total Liabilities and Capital $ 12,924,708 $ 3,433,238 $3,257,325 $4,690 ,776 $2,533,981 $ 2,592,775
============ ============ ========== ========== ========== ===========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating
financial statements.
</FN>
60
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
----------------------------------
(In Thousands)
GPU GPU GPU GPU GPU GPU GPU
Advanced Generation Service Nuclear International Power Electric
LIABILITIES AND CAPITAL Resources, Inc. Inc. Inc. Inc. Inc. Inc. Inc.
--------------- ---------- ------- -------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock $ 50 $ 50 $ 50 $ 100 $ 1 $ 1
Capital surplus $ 4,300 136,466 32,999 97,999
Retained earnings (4,782) (19,291) (1,730) (2,494)
Accumulated other comprehensive
income/(loss) (86) (3,112) (44,917)
-------- -------- -------- ------- ---------- -------- ---------
Total (482) (36) (3,062) 50 117,275 31,270 50,589
Less:reacquired common stock,
at cost -------- -------- -------- ------- ---------- -------- ---------
Total common stockholders'
equity (482) (36) (3,062) 50 117,275 31,270 50,589
Cumulative preferred stock:
With mandatory redemption
Without mandatory redemption
Subsidiary-obligated mandatorily
redeemable preferred securities
Long-term debt 22,000 91,713 51,005 1,761,040
-------- -------- -------- ------- ---------- -------- ---------
Total capitalization (482) (36) 18,938 50 208,988 82,275 1,811,629
-------- -------- -------- ------- ---------- -------- ---------
Current Liabilities:
Securities due within one year 32,887 2,556 553,947
Notes payable 1,500
Obligations under capital leases 1,189
Accounts payable 3,784 53,057 36,425 45,801 18,342 7,911 20,284
Taxes accrued 1,842 3,535 1,600
Deferred energy
Interest accrued 58 274 417 149 20,166
Other 1,820 16,872 18,161 20,961 22,316 2,249 49,706
-------- -------- -------- ------- ---------- -------- ---------
Total current liabilities 5,604 71,829 59,584 68,779 75,045 12,865 644,103
-------- -------- -------- ------- ---------- -------- ---------
Deferred Credits and Othe
Liabilities:
Deferred income taxes 11 12,302 668 9,434 36 8,244
Unamortized investment
tax credits
Three Mile Island Unit 2 future
costs
Regulatory liabilities
Other 13,613 17,828 13,007 25,125 50,683 72,967
-------- -------- -------- ------- ---------- -------- ---------
Total deferred credits and
other Liabilities 13,624 30,130 13,675 34,559 50,719 81,211
-------- -------- -------- ------- ---------- -------- ---------
Total Liabilities and Capital $ 5,122 $ 85,417 $ 108,652 $ 82,504 $ 318,592 $145,859 $2,536,943
======== ========= ========= ======== ========== ======== ==========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN> </TABLE>
61
<PAGE>
<TABLE>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Income
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
<CAPTION>
GPU, Inc. and
Subsidiary Eliminations Jersey Central Metropolitan Pennsylvania
Companies and Power & Light Edison Electric
Consolidated Adjustments GPU, Inc. Company Company Company
------------ ----------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues $ 4,143,379 $ 46,217(B,C, $ 2,093,972 $ 943,109 $1,052,936
----------- ----------- ---------- ----------- ---------- ----------
H,J)
Equity in Earnings of Subsidiaries -- 349,379(A) $ 349,379
----------- ----------- ----------
Services Rendered at Cost
to Affiliated Companies -- 817,411(D,E,F)
----------- -----------
Services Rendered to Non-
Affiliated Companies -- 370,989(D,E,F)
----------- -----------
Operating Expenses:
Fuel 400,329 475,385(D,J) 101,030 92,726 177,256
Power purchased and interchanged:
Affiliates -- 37,167(C) 15,979 17,936 3,252
Others 1,046,906 610,792 223,948 212,166
Deferral of energy and capacity
costs, net 6,043 6,043
Other operation and maintenance 993,739 688,112(B,C,D 8,400 454,991 228,258 258,416
F, H)
Depreciation and amortization 467,714 4,558(E,H) 237,461 106,437 107,111
Taxes, other than income taxes 357,913 25,338(D,E,F) 93 232,086 59,339 66,395
----------- ----------- ---------- ----------- ---------- ----------
Total operating expenses 3,272,644 1,230,560 8,493 1,658,382 728,644 824,596
----------- ----------- ---------- ----------- ---------- ----------
Operating income before
income taxes 870,735 353,436 340,886 435,590 214,465 228,340
Income taxes 189,796 2,678(D,E,F) 110,740 64,314 70,390
----------- ----------- ---------- ----------- ---------- ----------
Operating Income 680,939 350,758 340,886 324,850 150,151 157,950
----------- ----------- ---------- ----------- ---------- ----------
Other Income and Deductions:
Allowance for other funds used
during construction 75 75(D) 75
Equity in undistributed
earnings/(losses) of
affiliates (27,100)
Other income/(expense), net 5,585 3,693(D,E, (136) 1,919 3,371 2,469
F,G)
Income taxes (3,740) (1,376) (1,455) (909)
----------- ----------- ---------- ----------- ---------- ----------
Total other income and
deductions (25,180) 3,768 (136) 543 1,991 1,560
----------- ----------- ---------- ----------- ---------- ----------
Income Before Interest Charges and
Preferred Dividends 655,759 354,526 340,750 325,393 152,142 159,510
----------- ----------- ---------- ----------- ---------- ----------
Interest Charges and Preferred
Dividends:
Interest on long-term debt 246,935 3,946(E,G,J) 89,869 43,885 49,125
Other interest 36,482 1,142(E,F,G) 5,649 15,129 6,765 8,338
Allowance for borrowed funds
used during Construction (5,508) 59(D) (2,319) (1,025) (2,164)
Dividends on subsidiary-
obligated mandatorily
redeemable preferred securities 28,888 10,700 9,000 9,188
Preferred stock dividends of
subsidiaries 12,524 (12,524)(A)
----------- ----------- ---------- ----------- ---------- ----------
Total interest charges and
preferred dividends 319,321 (7,377) 5,649 113,379 58,625 64,487
----------- ----------- ---------- ----------- ---------- ----------
Minority interest net income 1,337
----------- -----------
Net Income $ 335,101 $ 361,903 (A) $ 335,101 $ 212,014 $ 93,517 $ 95,023
=========== =========== =========== =========== ========== ==========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
62
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Income
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
GPU GPU GPU GPU GPU GPU GPU
Advanced Generation Service Nuclear International Power Electric
Resources, Inc. Inc. Inc. Inc. Inc. Inc. Inc.
--------------- ---------- ------- -------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues $ 1,339 $ 38,727 $ 29,174 $ 30,339
--------- ---------- --------- ---------
Equity in Earnings of Subsidiaries
Services Rendered at Cost to
Affiliated Companies $ 344,320 $111,758 $361,333
--------- -------- --------
Services Rendered to Non-Affiliated
Companies 370,845 44 100
--------- -------- --------
Operating Expenses:
Fuel 475,385 12,325 16,992
Power purchased and interchanged:
Affiliates
Others
Deferral of energy and capacity
costs, net
Other operation and maintenance 8,700 227,998 99,265 351,799 31,323 5,411 7,290
Depreciation and amortization 4,558 778 6,161 9,766
Taxes, other than income taxes 10,546 6,301 8,491
--------- --------- -------- -------- --------- -------- --------
Total operating expenses 8,700 713,929 110,124 360,290 44,426 28,564 17,056
--------- --------- -------- -------- --------- -------- --------
Operating income before income taxes (7,361) 1,236 1,678 1,143 (5,699) 610 13,283
Income taxes (2,576) 131 2,417 130 (3,115) (335) (49,622)
--------- --------- -------- -------- --------- -------- --------
Operating Income (4,785) 1,105 (739) 1,013 (2,584) 945 62,905
--------- --------- -------- -------- --------- -------- --------
Other Income and Deductions:
Allowance for other funds used
during construction 75
Equity in undistributed earnings/
(losses) of affiliates (5,804) (2,459) (18,837)
Other income/(expense), net 3 (1,121) 3,355 (508) (4,261) 3,752 435
Income taxes --------- --------- -------- -------- --------- -------- --------
Total other income and
deductions 3 (1,046) 3,355 (508) (10,065) 1,293 (18,402)
--------- --------- -------- -------- --------- -------- --------
Income Before Interest Charges and
Preferred Dividends (4,782) 59 2,616 505 (12,649) 2,238 44,503
--------- --------- -------- -------- --------- -------- --------
Interest Charges and Preferred
Dividends:
Interest on long-term debt 2,091 3,202 62,709
Other interest 525 505 713
Allowance for borrowed funds used
during Construction 59
Dividends on subsidiary-obligated
mandatorily redeemable
preferred securities
Preferred stock dividends of
subsidiaries
Total interest charges and
preferred dividends 59 2,616 505 713 3,202 62,709
--------- --------- -------- -------- --------- -------- --------
Minority interest net income (1,337)
--------
Net Income $ (4,782) $ - $ - $ - $ (13,362) $ (2,301) $(18,206)
========= ======== ======== ======== ========== ========= ========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN> </TABLE>
63
<PAGE>
<TABLE>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Retained Earnings
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
<CAPTION>
GPU, Inc. and
Subsidiary Eliminations Jersey Central Metropolitan Pennsylvania
Companies and Power & Light Edison Electric
Consolidated Adjustments GPU, Inc. Company Company Company
------------ ----------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $ 2,054,222 $ 1,457,353 $ 2,054,222 $ 825,001 $ 255,649 $ 359,373
Net income 335,101 361,903 335,101 212,014 93,517 95,023
Cash dividends declared
on common stock (241,517) (241,517)
Cash dividends declared
on common stock of
subsidiary companies - (290,000) (150,000) (80,000) (60,000)
Cash dividends on cumulative
preferred stock - (12,524) (11,376) (483) (665)
Other adjustments, net (7,094) (7,048) (7,094) (49) (23)
---------- ---------- ---------- ---------- ---------- ---------
Balance at end of period $ 2,140,712 $ 1,509,684 $ 2,140,712 $ 875,639 $ 268,634 $ 393,708
=========== =========== =========== =========== =========== ==========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by Reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
64
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Retained Earnings
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
GPU GPU GPU GPU GPU GPU GPU
Advanced Generation Service Nuclear International Power Electric
Resources, Inc. Inc. Inc. Inc. Inc. Inc. Inc.
--------------- ---------- ------- -------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $ - $ - $ - $ - $ 1,047 $ 571 $ 15,712
Net income (4,782) (13,362) (2,301) (18,206)
Cash dividends declared
on common stock
Cash dividends declared
on common stock of
subsidiary companies
Cash dividends on
cumulative preferred
stock
Other adjustments, net (6,976)
--------- --------- ------- ------- ---------- --------- -------
Balance at end of period $ (4,782) $ - $ - $ - $ (19,291) $ (1,730) $(2,494)
========= ========= ======= ======= ========== ========= =======
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN> </TABLE>
65
<PAGE>
<TABLE>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Comprehensive Income
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
<CAPTION>
GPU, Inc. and
Subsidiary Eliminations Jersey Central Metropolitan Pennsylvania
Companies and Power & Light Edison Electric
Consolidated Adjustments GPU, Inc. Company Company Company
------------ ----------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 335,101 $ 361,903 $ 335,101 $ 212,014 $ 93,517 $ 95,023
Other comprehensive income/(loss), net of tax:
Net unrealized gains on
investments 6,374 6,374 6,374 4,249 2,125
Foreign currency translation (48,929) (48,929) (48,929)
Minimum pension liability (1,495) (1,495) (1,495) (157) (122)
---------- ---------- ----------- ---------- ---------- ---------
Total other comprehensive
income/(loss) (44,050) (44,050) (44,050) - 4,092 2,003
---------- ---------- ----------- ---------- ---------- ---------
Comprehensive income $ 291,051 $ 317,853 $ 291,051 $ 212,014 $ 97,609 $ 97,026
========= ========= ========== ========== ========= ========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
66
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Comprehensive Income
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
GPU GPU GPU GPU GPU GPU GPU
Advanced Generation Service Nuclear International Power Electric
Resources, Inc. Inc. Inc. Inc. Inc. Inc. Inc.
--------------- ---------- ------- -------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $ (4,782) $ - $ - $ - $ (13,362) $ (2,301) $(18,206)
Other comprehensive income/(loss), net of tax:
Net unrealized gains on
investments
Foreign currency
translation (6) (12) (48,911)
Minimum pension liability 41 (1,257)
---------- --------- ------ ----- ---------- --------- --------
Total other
comprehensive
income/(loss) - 41 (1,257) - (6) (12) (48,911)
---------- --------- ------ ----- ---------- --------- --------
Comprehensive income $ (4,782) $ 41 $ (1,257) $ - $ (13,368) $ (2,313) $(67,117)
========== ========= ========= ======= ========= ========= ========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN> </TABLE>
67
<PAGE>
<TABLE>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
<CAPTION>
GPU, Inc. and
Subsidiary Eliminations Jersey Central Metropolitan
Companies and Power & Light Edison
Consolidated Adjustments GPU, Inc. Company Company
------------ ----------- --------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Operating Activities:
Net income $ 335,101 $ 361,903(A) $ 335,101 $ 212,014 $93,517
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries -- (349,379)(A) (349,379)
Equity in undistributed (earnings)/losses of
affiliates,net of distributions received 69,862
Depreciation and amortization 487,962 253,278 113,662
Amortization of property under capital leases 50,108 28,703 11,637
Nuclear outage maintenance costs, net 2,374 11,615 (6,169)
Deferred income taxes and investment tax credits,
net (29,248) (27,449) 3,137
Deferred energy and capacity costs, net 8,193 8,193
Accretion income (10,760) (10,760)
Allowance for other funds used during construction (75) (75)
Changes in working capital:
Receivables (76,178) 4,131 (A) (3)(A) (12,625) (22,527)
Materials and supplies 4,803 7,721 845
Special deposits and prepayments 28,371 (161) 6,844 10,489
Payables and accrued liabilities 49,025 (3,441)(A) (524) 12,740 12,502
Due to/from affiliates -- (7,261) (38,230) 29,451
Nonutility generation contract buyout costs (56,550) (30,500) (16,050)
Other, net (18,725) 9,937 6,281 (17,942)
--------- --------- --------- --------- ---------
Net cash provided (required) by operating activities 844,263 13,214 (12,290) 427,825 212,477
--------- --------- --------- --------- ---------
Investing Activities:
Cash construction expenditures (356,416) (172,243) (87,613)
Contributions to decommissioning trusts (40,283) (18,003) (16,992)
GPU International Group investments (1,912,221)
Other, net 34,500 (7,186) (B) (549) (10,989) (363)
----------- --------- --------- --------- ----------
Net cash (used for) provided by investing activities (2,274,420) (7,186) (549) (201,235) (104,968)
----------- ---------- --------- --------- ----------
Financing Activities:
Issuance of long-term debt 1,893,219 13,577
Increase (Decrease) in notes payable, net 87,667 7,186 (B) 16,200 83,454 16,612
Retirement of long-term debt (184,015) (100,075) (40,020)
Capital lease principal payments (49,560) (26,496) (12,744)
Redemption of preferred stock of subsidiaries (20,000) (20,000)
Dividends paid on common stock (239,597) (239,597)
Dividends paid on common stock - Internal -- 290,000 (150,000) (80,000)
Dividends paid on preferred stock of subsidiaries -- (13,214)(A) (11,800) (719)
Cash contributions to subsidiaries -- (61,300)
----------- ---------- --------- --------- ----------
Net cash provided (required) by financing activities 1,487,714 (6,028) 5,303 (224,917) (103,294)
----------- ---------- --------- --------- ----------
Effect of exchange rate changes on cash (4,062)
----------- ---------- --------- --------- ----------
Net increase (decrease) in cash and temporary
cash investments from above activities 53,495 -- (7,536) 1,673 4,215
Cash and temporary cash investments, beginning of year 31,604 -- 7,536 1,321 1,901
----------- ---------- --------- --------- ----------
Cash and temporary cash investments, end of year $ 85,099 $ -- $ -- $ 2,994 $ 6,116
=========== ========== ========= ========= ==========
Supplemental Disclosure:
Interest and preferred dividends paid $ 307,064 $ (13,214)(A) $ 5,825 $ 114,423 $ 59,819
=========== ========== ========= ========= ==========
Income taxes paid (refunded) $ 229,373 $ 93 $ 133,689 $ 55,375
=========== ========= ========= ==========
New capital lease obligations incurred $ 41,898 $ 11,048 $ 19,695
=========== ========= ==========
Common stock dividends declared but not paid $ 60,414 $ 60,414
=========== =========
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
68
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
Pennsylvania GPU GPU GPU GPU
Electric Advanced Generation Service Nuclear
Company Resources Inc. Inc. Inc.
------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
Operating Activities:
Net income $ 95,023 $ (4,782)
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries
Equity in undistributed (earnings) losses of
affiliates, net of distributions received
Depreciation and amortization 99,688 $ 4,558
Amortization of property under capital leases 7,954 1,814
Nuclear outage maintenance costs, net (3,072)
Deferred income taxes and investment tax credits, net 10,193 $ (9,081) (3,226) $ (5,672)
Deferred energy and capacity costs, net Accretion income Allowance for other
funds used during construction
Changes in working capital:
Receivables (10,451) (1,443) 94 11,007 19
Materials and supplies (3,763)
Special deposits and prepayments 6,973 51 (317) 530
Payables and accrued liabilities 15,356 3,353 (8,946) (12,408) 134
Due to/from affiliates (5,595) 2,304 14,804 3,001 713
Nonutility generation contract buyout costs (10,000)
Other, net (22,963) (180) (350) 2,822 1,687
-------- -------- -------- -------- -------
Net cash provided (required) by operating activities 179,343 (748) (3,428) 7,251 (2,589)
-------- -------- -------- -------- -------
Investing Activities:
Cash construction expenditures (99,074) 3,758 (4,695) 3,451
Contributions to decommissioning trusts (5,288)
GPU International Group investments
Other, net 454 (18) (304) 12,273 (801)
--------- -------- -------- -------- -------
Net cash (used for) provided by investing activities (103,908) (18) 3,454 7,578 2,650
--------- -------- -------- -------- -------
Financing Activities:
Issuance of long-term debt 49,875
Increase (Decrease) in notes payable, net (30,099)
Retirement of long-term debt (26,010) (13,000)
Capital lease principal payments (8,506) (1,814)
Redemption of preferred stock of subsidiaries
Dividends paid on common stock
Dividends paid on common stock - Internal (60,000)
Dividends paid on preferred stock of subsidiaries (695)
Cash contributions to subsidiaries 4,300
--------- -------- -------- -------- -------
Net cash provided (required) by financing activities (75,435) 4,300 -- (14,814)
--------- -------- -------- -------- -------
Effect of exchange rate changes on cash
Net increase (decrease) in cash and temporary
cash investments from above activities -- 3,534 26 15 61
Cash and temporary cash investments, beginning of year -- -- 55 9 14
--------- -------- -------- -------- -------
Cash and temporary cash investments, end of year $ -- $ 3,534 $81 $ 24 $ 75
======== ======== ======== ======== =======
Supplemental Disclosure:
Interest and preferred dividends paid $ 61,819 $ 2,410 $ 505
========= ======== =======
Income taxes paid (refunded) $ 48,348 $ (1,732) $ 8,898 $ 4,116 $ 5,174
========= ======== ======== ======== =======
New capital lease obligations incurred $ 11,155
=========
Common stock dividends declared but not paid
<FN>
- ----------
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN>
69
<PAGE>
<CAPTION>
GPU, Inc. and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 1997
---------------------------------------------
(In Thousands)
GPU GPU GPU
International Power Electric
Inc. Inc. Inc.
------------- ------- --------
<S> <C> <C> <C>
Operating Activities:
Net income $ (13,362) $ (2,301) $ (18,206)
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries
Equity in undistributed (earnings) losses of affiliates,
net of distributions received 14,678 2,459 52,725
Depreciation and amortization 784 6,161 9,831
Amortization of property under capital leases
Voluntary enhanced retirement programs
Nuclear outage maintenance costs, net
Deferred income taxes and investment tax credits, net (1,521) (56) 4,427
Deferred energy and capacity costs, net
Accretion income
Allowance for other funds used during construction Changes in working
capital:
Receivables (7,118) (1,820) (27,180)
Materials and supplies
Special deposits and prepayments 4,694 169 (901)
Payables and accrued liabilities 2,580 837 19,960
Due to/from affiliates 3,515 2,558 (5,260)
Nonutility generation contract buyout costs
Other, net 4,211 (354) (1,874)
-------- -------- ---------
Net cash provided (required) by operating activities 8,461 7,653 33,522
-------- -------- ---------
Investing Activities:
Cash construction expenditures
Contributions to decommissioning trusts
GPU International Group investments (111,005) (695) (1,800,521)
Other, net 35,553 (7,942)
-------- -------- ---------
Net cash (used for) provided by investing activities (75,452) (8,637) (1,800,521)
-------- -------- ---------
Financing Activities:
Issuance of long-term debt 62,300 1,767,467
Increase (Decrease) in notes payable, net 1,500 7,186
Retirement of long-term debt (4,910)
Capital lease principal payments Redemption of preferred stock of subsidiaries
Dividends paid on common stock Dividends paid on common stock - Internal
Dividends paid on preferred stock of subsidiaries
Cash contributions to subsidiaries 7,000 50,000
-------- -------- ---------
Net cash provided (required) by financing activities 70,800 2,276 1,817,467
-------- -------- ---------
Effect of exchange rate changes on cash (6) (4) (4,052)
-------- -------- ---------
Net increase (decrease) in cash and temporary
cash investments from above activities 3,803 1,288 46,416
Cash and temporary cash investments, beginning of year 400 11,096 9,272
-------- -------- ---------
Cash and temporary cash investments, end of year $ 4,203 $ 12,384 $ 55,688
======== ======== =========
Supplemental Disclosure:
Interest and preferred dividends paid $ 606 $ 3,143 $ 45,300
======== ======== =========
Income taxes paid (refunded) $ 49 $ (1,033) $ (23,604)
======== ======== =========
New capital lease obligations incurred
Common stock dividends declared but not paid
<FN>
The notes to the consolidated financial statements of GPU, JCP&L, Met-Ed and
Penelec, which are incorporated by reference from the respective annual reports
on Form 10-K for the year ended December 31, 1997, are an integral part of the
consolidating financial statements. </FN> </TABLE>
70
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
A. Annual Reports
--------------
The following documents are incorporated by reference:
A-1 GPU, Inc. - Annual Report on Form 10-K for 1997 (File No. 1-6047) Jersey
Central Power & Light Company - Annual Report on Form 10-K for 1997 (File
No. 1-3141) Metropolitan Edison Company - Annual Report on Form 10-K for
1997 (File No.1-446) Pennsylvania Electric Company - Annual Report on Form
10-K for 1997 (File No.1-3522)
B. Certificates of Incorporation, Articles of Incorporation, By-Laws,
---------------------------------------------------------------------------
Partnership Agreements and Other Organizational Documents
---------------------------------------------------------
GPU, GPU Advanced Resources, GPU Telcom, GPU Genco, GPUS & GPUN
---------------------------------------------------------------
B-1 Articles of Incorporation of GPU, Inc., as amended through March 27, 1990
incorporated by reference to Exhibit 3-A to GPU's Annual Report on Form
10-K for 1989, File No. 1-6047.
B-2 Articles of Amendment to Articles of Incorporation of GPU, Inc., dated as
of May 5, 1995 - incorporated by reference to Exhibit A-4, Certificate
Pursuant to Rule 24, File No. 70-8569.
B-3 Articles of Incorporation of GPU, Inc. as amended August 1, 1996
incorporated by reference to Exhibit 3-A-2 to GPU, Inc.'s Annual Report on
Form 10-K for 1996, File No. 1-6047.
B-4 Articles of Incorporation of GPUS, as amended through April 27, 1994
incorporated by reference to Exhibit A-1 to Application on Form U-1, File
No. 70-4990.
B-5 Articles of Incorporation of GPUS, as amended through August 1, 1996
incorporated by reference to Exhibit B-5 to GPU, Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
B-6 Certificate of Incorporation of GPUN, dated as of September 5, 1980 -
incorporated by reference to Exhibit A-1 to
Application on Form U-1, File No. 70-6443.
B-7 Certificate of Amendment to the Certificate of Incorporation of GPUN dated
August 1, 1996 - incorporated by reference to Exhibit B-7 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
B-8 Articles of Incorporation of GPU Genco, dated as of April 11, 1994
incorporated by reference to Exhibit A-1(a), Certificate Pursuant to Rule
24, SEC File No. 70-8409.
B-9 Articles of Incorporation of GPU Genco, as amended August 1, 1996.-
incorporated by reference to Exhibit B-9 to GPU, Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
B-10 Articles of Incorporation of Saxton Nuclear Experimental Corporation, dated
as of March 29, 1974 - incorporated by reference to Exhibit B-12 to GPU,
Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126.
B-11 Amended By-Laws of GPU, Inc., dated as of December 4, 1997 - incorporated
by reference to Exhibit 3-B to GPU, Inc.'s Annual Report on Form 10-K for
1997, File No. 1-6047.
71
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU, GPU Advanced Resources, GPU Telcom, GPU Genco, GPUS & GPUN
---------------------------------------------------------------
B-12 Amended By-Laws of GPUS, dated as of December 19, 1997.
B-13 Amended By-Laws of GPUN, dated as of April 29, 1993 - incorporated by
reference to Exhibit 3-A to GPU, Inc.'s Annual Report on Form 10K for 1993,
File No.1-6047.
B-14 Amended By-Laws of GPU Genco, dated as of February 12, 1996 - incorporated
by reference to Exhibit A-2(a), Certificate Pursuant to Rule 24, File No.
70-8409.
B-15 Certificate of Incorporation of GPU Energy Services, Inc., dated as of
September 13, 1996.
B-16 Certificate of Amendment of Certificate of Incorporation of GPU Energy
Services, Inc., dated as of January 15, 1997 to change the name of the
company to GPU Advanced Resources, Inc.
B-17 By-Laws of GPU Advanced Resources, Inc., dated as of March 6, 1997.
B-18 Certificate of Incorporation of GPU Telcom Services, Inc., dated as of
September 13, 1996.
B-19 By-Laws of GPU Telcom Services, Inc., dated as of March 6, 1997.
B-20 Amended By-Laws of Saxton, dated as of March 30, 1984 - incorporated by
reference to Exhibit A-1(e) to
Application on Form U-1, File No. 70-7398.
B-21 Amendment to Section 37 of the By-Laws of Saxton, dated as of August 27,
1987 - incorporated by reference to Exhibit A-2(b), Certificate Pursuant to
Rule 24, File No. 70-7398.
B-22 Generating Station Operating Agreement among JCP&L, Met-Ed, Penelec and
GPU Genco, dated as of March 1, 1996 incorporated by reference to Exhibit
B, Certificate Pursuant to Rule 24, File No. 70-8409.
JCP&L
-----
B-23 Restated Certificate of Incorporation of JCP&L, dated as of May 26, 1982
incorporated by reference to Exhibit 3-A to JCP&L's Annual Report on Form
10-K for 1990, File No. 1-3141.
B-24 Certificate of Amendment to Restated Certificate of Incorporation of JCP&L,
dated as of June 19, 1992 incorporated by reference to Exhibit A-2(a),
Certificate Pursuant to Rule 24, File No. 70-7949.
B-25 Certificate of Amendment to Restated Certificate of Incorporation of JCP&L,
dated as of June 19, 1992 incorporated by reference to Exhibit A-2(a)(i),
Certificate Pursuant to Rule 24, File No. 70-7949.
B-26 Certificate of Incorporation of JCP&L Preferred Capital, Inc., dated as of
February 21, 1995 - incorporated by reference to Exhibit A-1, Application
on Form U-1, File No. 70-8495.
72
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
JCP&L
-----
B-27 Amended By-Laws of JCP&L, dated as of May 25, 1993 - incorporated by
reference to Exhibit 3-B to JCP&L's Annual Report on Form 10-K for 1993,
File No. 1-3141.
B-28 By-Laws of JCP&L Preferred Capital, Inc., dated as of February 21, 1995
incorporated by reference to Exhibit A-2, Application on Form U-1, File No.
70-8495.
B-29 Amended and Restated Limited Partnership Agreement of JCP&L Capital, L.P.,
dated as of May 11, 1995 incorporated by reference to Exhibit A-5(a),
Certificate Pursuant to Rule 24, File No. 70-8495.
B-30 Action Creating Series A Preferred Securities of JCP&L Capital, L.P., dated
as of May 11, 1995 - incorporated by reference to Exhibit A-6(a),
Certificate Pursuant to Rule 24, File No. 70-8495.
B-31 Payment and Guarantee Agreement of JCP&L, dated as of May 18, 1995
incorporated by reference to Exhibit B-1(a), Certificate Pursuant to Rule
24, File No. 70-8495.
Met-Ed
------
B-32 Restated Articles of Incorporation of Met-Ed, dated as of April 3, 1992
incorporated by reference to Exhibit B-18 to GPU, Inc.'s Annual Report on
Form U5S for the year 1991, File No. 30-126.
B-33 Articles of Incorporation of York Haven Power Company, dated as of December
18, 1967 - incorporated by reference to Exhibit B-15 to GPU, Inc.'s Annual
Report on Form U5S for the year 1988, File No. 30-126.
B-34 Certificate of Incorporation of Met-Ed Preferred Capital, Inc., dated as of
May 6, 1994 - incorporated by reference to Exhibit 3-C to Registration
Statement on Form S-3, Registration No. 33-53673.
B-35 Amended By-Laws of Met-Ed, dated as of May 22, 1997.
B-36 Amended By-Laws of York Haven Power Company, dated as of January 1, 1985
incorporated by reference to Exhibit A-1(d), Application on Form U-1, File
No. 70-7398.
B-37 Amendment to Section 29 of the By-Laws of York Haven Power Company, dated
as of September 8, 1987 - incorporated by reference to Exhibit A-2(a),
Certificate Pursuant to Rule 24, File No. 70-7398.
B-38 By-Laws of Met-Ed Preferred Capital, Inc., dated as of May 6, 1994
incorporated by reference to Exhibit A-2, Application on Form U-1, File No.
70-8401.
B-39 Amended and Restated Limited Partnership Agreement of Met-Ed Capital, L.P.,
dated as of August 16, 1994 incorporated by reference to Exhibit A-5(a),
Certificate Pursuant to Rule 24, File No. 70-8401.
B-40 Action Creating Series A Preferred Securities of Met-Ed Capital, L.P.,
dated as of August 16, 1994 - incorporated by reference to Exhibit A-6(a),
Certificate Pursuant to Rule 24, File No. 70-8401.
73
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Penelec
-------
B-41 Payment and Guarantee Agreement of Met-Ed, dated as of August 23, 1994
incorporated by reference to Exhibit B-1(a), Certificate Pursuant to Rule
24, File No. 70-8401.
B-42 Restated Articles of Incorporation of Penelec, as amended through March 10,
1992 - incorporated by reference to Exhibit 3-A to Penelec's Annual Report
on Form 10-K for 1991, File No. 1-3522.
B-43 Articles of Incorporation of Nineveh Water Company (formerly Penelec Water
Company), dated as of May 22, 1920 incorporated by reference to Exhibit
B-36 to GPU, Inc.'s Annual Report on Form U5S for the year 1988, File No.
30-126.
B-44 Certificate of Incorporation of Penelec Preferred Capital, Inc., dated as
of May 9, 1994 - incorporated by reference to Exhibit 3-C to Registration
Statement on Form S-3, Registration No. 33-53677.
B-45 Amended By-Laws of Penelec, dated as of May 22, 1997 - to be filed by
amendment to GPU, Inc.'s Annual Report on Form U5S for the year 1997.
B-46 By-Laws of Nineveh Water Company, dated as of May 22, 1920 - incorporated
by reference to Exhibit A-1(c), Application on Form U-1, File No. 70-7398.
B-47 Amendment to Article V, Section 6 of the By-Laws of Nineveh Water Company,
dated as of August 27, 1987 incorporated by reference to Exhibit A-1 (c),
Certificate Pursuant to Rule 24, File No. 70-7398.
B-48 By-Laws of Penelec Preferred Capital, Inc., dated as of May 9, 1994
incorporated by reference to Exhibit A-2, Application on Form U-1, File No.
70-8403.
B-49 Amended and Restated Limited Partnership Agreement of Penelec Capital,
L.P., dated as of June 27, 1994 incorporated by reference to Exhibit
A-5(a), Certificate Pursuant to Rule 24, File No. 70-8403.
B-50 Action Creating Series A Preferred Securities of Penelec Capital, L.P.,
dated as of June 27, 1994 - incorporated by reference to Exhibit A-6(a),
Certificate Pursuant to Rule 24, File No. 70-8403.
B-51 Payment and Guarantee Agreement of Penelec, dated as of July 5, 1994
incorporated by reference to Exhibit B-1(a), Certificate Pursuant to Rule
24, File No. 70-8403.
GPU International Group
-----------------------
B-52 Amended and Restated Certificate of Incorporation of EI, dated as of
September 14, 1990 - incorporated by reference to Exhibit B-5 to GPU,
Inc.'s Annual Report on Form U5S for the year 1990, File No. 30-126.
B-53 Certificate of Amendment of Certificate of Incorporation of Energy
Initiatives, Inc., dated as of August 1, 1996 to change the name of the
company to GPU International, Inc. - incorporated by reference to Exhibit
B-48 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No.
30-126.
74
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-54 Certificate of Incorporation of Elmwood Energy Corporation, dated as of
February 13, 1987 - incorporated by reference to Exhibit B-11 to GPU,
Inc.'s Annual Report on Form U5S for the year 1988, File No. 30-126.
B-55 Certificate of Incorporation of Camchino Energy Corporation, dated as of
April 26, 1989 - incorporated by reference to Exhibit B-7 to GPU, Inc.'s
Annual Report on Form U5S for the year 1989, File No. 30-126.
B-56 Certificate of Incorporation of OLS Acquisition Corporation, dated as of
May 3, 1989 - incorporated by reference to Exhibit B-8 to GPU, Inc.'s
Annual Report on Form U5S for the year 1989, File No. 30-126.
B-57 Articles of Incorporation of OLS Energy - Camarillo, dated as of August 8,
1984 - incorporated by reference to Exhibit B-10 to GPU, Inc.'s Annual
Report on Form U5S for the year 1989, File No. 30-126.
B-58 Articles of Incorporation of OLS Energy - Chino, dated as of August 8, 1984
- incorporated by reference to Exhibit B-11 to GPU, Inc.'s Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-59 Certificate of Incorporation of Armstrong Energy Corporation, dated as of
July 14, 1988 - incorporated by reference to Exhibit B-14 to GPU, Inc.'s
Annual Report on Form U5S for the year 1989, File No. 30-126.
B-60 Certificate of Incorporation of Geddes Cogeneration Corporation, dated as
of March 23, 1989- incorporated by reference to Exhibit B-16 to GPU, Inc.'s
Annual Report on Form U5S for the year 1989, File No. 30-126.
B-61 Articles of Incorporation of North Canadian Power, Inc., dated as of
November 21, 1989 - incorporated by reference to Exhibit B-13 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-62 Certificate of Amendment of Articles of Incorporation of North Canadian
Power, Inc., dated as of May 18, 1994, to change to name of the company to
NCP Energy, Inc. - incorporated by reference to Exhibit B-14 to GPU, Inc.'s
Annual Report on Form U5S for the year 1994, File No. 30-126.
B-63 Certificate of Incorporation of NCP Lake Power, Inc., dated as of May 23,
1991 - incorporated by reference to Exhibit B-15 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-64 Certificate of Incorporation of NCP Gem, Inc., dated as of May 23, 1991
incorporated by reference to Exhibit B-16 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-65 Certificate of Incorporation of Umatilla Groves, Inc., dated as of June 17,
1992 - incorporated by reference to Exhibit B-17 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-66 Certificate of Incorporation of NCP Dade Power, Inc., dated as of May 23,
1991 - incorporated by reference to Exhibit B-18 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
75
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-67 Certificate of Incorporation of NCP Pasco, Inc., dated as of May 23, 1991
- incorporated by reference to Exhibit B-19 to GPU, Inc.'s Annual Report
on Form U5S for the year 1994, File No. 30-126.
B-68 Articles of Incorporation of ADA Management Corporation, dated as of
November 20, 1990 - incorporated by reference to Exhibit B-20 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-69 Certificate of Amendment of Articles of Incorporation of ADA Management
Corporation, dated as of July 31, 1993 to change the name of the company
to Commerce Cogeneration Corporation - incorporated by reference to
Exhibit B-21 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No. 30-126.
B-70 Certificate of Amendment of Articles of Incorporation of Commerce
Cogeneration Corporation, dated as of July 31, 1993 to change the name of
the company to NCP ADA Power, Inc. - incorporated by reference to Exhibit
B-22 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No.
30-126.
B-71 Certificate of Incorporation of NCP Brooklyn Power, Inc., dated as of July
9, 1993 - incorporated by reference to Exhibit B-23 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-72 Articles of Incorporation of Trigen Power Company, dated as of December
23, 1988 - incorporated by reference to Exhibit B-24 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-73 Certificate of Amendment of Articles of Incorporation of Trigen Power
Company, dated as of February 21, 1991 to change the name of the company
to ADA Power Company - incorporated by reference to Exhibit B-25 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-74 Certificate of Amendment of Articles of Incorporation of ADA Power
Company, dated as of August 31, 1993 to change the name of the company to
NCP Commerce Power, Inc. - incorporated by reference to Exhibit B-26 to
GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-75 Certificate of Incorporation of NCP Houston Power, Inc., dated as of
December 1, 1993 - incorporated by reference to Exhibit B-27 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-76 Certificate of Incorporation of NCP Perry, Inc., dated as of December 1,
1993 - incorporated by reference to Exhibit B-28 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-77 Certificate of Incorporation of NCP New York, Inc., dated as of July 9,
1993 - incorporated by reference to Exhibit B-29 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
76
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-78 Certificate of Incorporation of EI Selkirk, Inc., dated as of October 31,
1994 - incorporated by reference to Exhibit B-30 to GPU, Inc.'s Annual
Report on Form U5S for the year 1994, File No. 30-126.
B-79 Certificate of Incorporation of EI Fuels Corporation, dated as of August
9, 1990 - incorporated by reference to Exhibit B-17 to GPU, Inc.'s Annual
Report on Form U5S for the year 1993, File No. 30-126.
B-80 Certificate of Incorporation of EI Power, Inc., dated as of March 15, 1994
- incorporated by reference to Exhibit B-41 to GPU, Inc.'s Annual Report
on Form U5S for the year 1994, File No. 30-126.
B-81 Certificate of Amendment of Certificate of Incorporation of EI Power,
Inc., dated as of August 1, 1996 to change the name of the company to GPU
Power, Inc. - incorporated by reference to Exhibit B-77 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, Form No. 30-126.
B-82 Certificate of Incorporation of Bermuda Hundred Energy, Inc., dated as of
July 25, 1989 - incorporated by reference to Exhibit B-12 to GPU, Inc.'s
Annual Report on Form U5S for the year 1989, File No. 30-126.
B-83 Certificate of Amendment to Certificate of Incorporation of Bermuda
Hundred Energy, Inc., dated as of March 16, 1993 - incorporated by
reference to Exhibit B-12-1 to GPU, Inc.'s Annual Report on Form U5S for
the year 1992, File No. 30-126.
B-84 Certificate of Amendment of the Certificate of Incorporation of Bermuda
Hundred Energy, Inc., dated as of March 16, 1993 to change the name of the
corporation to Hanover Energy Corporation - incorporated by reference to
Exhibit B-14 to GPU, Inc.'s Annual Report on Form U5S for the year 1993,
File No. 30-126.
B-85 Certificate of Incorporation of EI Power (China), Inc., dated as of
September 20, 1994 - incorporated by reference to Exhibit B-45 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-86 Certificate of Incorporation of EI Power (China) I, Inc., dated as of
September 20, 1994 - incorporated by reference to Exhibit B-46 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-87 Certificate of Incorporation of EI Power (China) II, Inc., dated as of
September 20, 1994 - incorporated by reference to Exhibit B-47 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-88 Certificate of Incorporation of EI Power (China) III, Inc., dated as of
September 20, 1994 - incorporated by reference to Exhibit B-47 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
77
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-89 Certificate of Incorporation of Austin Cogeneration Corporation, dated as
of January 27, 1995 - incorporated by reference to Exhibit B-79 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-90 Certificate of Incorporation of Guaracachi America, Inc., dated as of July
13, 1995 - incorporated by reference to Exhibit B-80 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-91 By-Laws of Incorporation of EI Services Colombia, Ltda. (Public Deed No.
2798), dated as of August 11, 1995 - incorporated by reference to Exhibit
B-81 to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-92 Amendment to the By-Laws of Incorporation of EI Services Colombia, Ltda.
dated as of August 9, 1996 to change the name of the company to GPU
International Latin America, Ltda. - incorporated by reference to Exhibit
B-88 to GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No.
30-126.
B-93 By-Laws of Incorporation of Empresa Guaracachi S.A., effective as of July
13, 1995 - incorporated by reference to Exhibit B-82 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-94 Certificate of Incorporation of EI Barranquilla, Inc., dated as of July
10, 1995 - incorporated by reference to Exhibit B-83 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-95 By-Laws of Incorporation of Termobarranquilla S.A. (Public Deed No. 9994),
dated as of October 14, 1994 incorporated by reference to Exhibit B-84 to
GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-96 Certificate of Incorporation of Barranquilla Lease Holding, Inc., dated as
of August 7, 1995 - incorporated by reference to Exhibit B-85 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-97 Certificate of Incorporation of Los Amigos Leasing Company, Ltd., dated as
of August 18, 1995 - incorporated by reference to Exhibit B-86 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-98 Certificate of Incorporation of International Power Advisors, Inc., dated
as of August 14, 1995 - incorporated by reference to Exhibit B-87 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-99 Certificate of Incorporation of Colombian Installations, Inc., dated as of
September 8, 1995 - incorporated by reference to Exhibit B-88 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
78
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-100 Certificate of Amendment of Certificate of Incorporation of Colombian
Installations, Inc., dated as of August 26, 1996 to change the name of the
company to GPU Power Philippines, Inc. - incorporated by reference to
Exhibit B-96 to GPU, Inc.'s Annual Report on Form U5S for the year 1996,
File No. 30-126.
B-101 Certificate of Incorporation of EI Energy, Inc., dated as of October 18,
1995 - incorporated by reference to Exhibit B-89 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-102 Certificate of Amendment of Certificate of Incorporation of EI Energy,
Inc., dated as of August 1, 1996 to change the name of the company to GPU
Electric, Inc. - incorporated by reference to Exhibit B-98 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
B-103 Certificate of Incorporation of Victoria Electric, Inc., dated as of
October 18, 1995 - incorporated by reference to Exhibit B-90 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
B-104 Certificate of Incorporation of EI Services, Inc., dated as of October 7,
1993 - incorporated by reference to Exhibit B-91 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-105 Certificate of Amendment to Certificate of Incorporation of EI Services,
Inc., dated as of August 7, 1995 incorporated by reference to Exhibit B-92
to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-106 Certificate of Incorporation of Victoria Electric Holdings, Inc., dated as
of June 17, 1996 - incorporated by reference to Exhibit B-102 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-107 Certificate of Incorporation of EI UK Holdings, Inc., dated as of April
30, 1996 - incorporated by reference to Exhibit B-103 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
B-108 Memorandum and Articles of Association of Avon Energy Partners Holdings,
dated as of May 2, 1996 - incorporated by reference to Exhibit B-104 to
GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-109 Memorandum and Articles of Association of Avon Energy Partners plc, dated
as of April 29, 1996 - incorporated by reference to Exhibit B-105 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
B-110 Memorandum of Association of Midlands Electricity plc, dated as of March
9, 1989 - incorporated by reference to Exhibit B-106 to GPU, Inc.'s Annual
Report on Form U5S for the year 1996, File No. 30-126.
B-111 Articles of Association of Midlands Electricity plc, adopted on December
13, 1996 - incorporated by reference to Exhibit B-107 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
79
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-112 Certificate of Filing of Amended Articles of Incorporation of Magellan
Utilities Development Corporation, adopted on March 14, 1994.
B-113 Certificate of Incorporation of GPUI Lake Holdings, Inc., dated December
30, 1996 - incorporated by reference to Exhibit B-109 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
B-114 Amended By-Laws of EI (subsequently renamed GPU International, Inc.),
dated as of May 14, 1993 - incorporated by reference to Exhibit B-27 to
GPU, Inc.'s Annual Report on Form U5S for the year 1993, File No. 30-126.
B-115 Amended By-Laws of Elmwood Energy Corporation, adopted as of May 14, 1992
- incorporated by reference to Exhibit B-26 to GPU, Inc.'s Annual Report
on Form U5S for the year 1992, File No. 30-126.
B-116 By-Laws of Camchino Energy Corporation, adopted as of April 26, 1989
incorporated by reference to Exhibit B-53 to GPU, Inc.'s Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-117 By-Laws of OLS Acquisition Corporation, adopted as of May 3, 1989
incorporated by reference to Exhibit B-54 to GPU, Inc.'s Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-118 By-Laws of OLS Energy - Camarillo, adopted as of August 25, 1989
incorporated by reference to Exhibit B-56 to GPU, Inc.'s Annual Report on
Form U5S for the year 1989, File No. 30-126.
B-119 By-Laws of OLS Energy - Chino, adopted as of August 25, 1989 incorporated
by reference to Exhibit B-57 to GPU, Inc.'s Annual Report on Form U5S for
the year 1989, File No. 30-126.
B-120 Amended By-Laws of Armstrong Energy Corporation, adopted as of May 14,
1992 - incorporated by reference to Exhibit B-33 to GPU, Inc.'s Annual
Report on Form U5S for the year 1992, File No. 30-126.
B-121 Amended By-Laws of Geddes Cogeneration Corporation, adopted as of May 14,
1992 - incorporated by reference to Exhibit B-34 to GPU, Inc.'s Annual
Report on Form U5S for the year 1992, File No. 30-126.
B-122 By-Laws of North Canadian Power, Inc. (subsequently renamed NCP Energy,
Inc.), adopted as of December 27, 1989 incorporated by reference to
Exhibit B-70 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No.
30-126.
B-123 By-Laws of NCP Lake Power, Inc., adopted as of May 23, 1991 - incorporated
by reference to Exhibit B-71 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-124 By-Laws of NCP Gem, Inc., adopted as of May 23, 1991 - incorporated by
reference to Exhibit B-72 to GPU, Inc.'s Annual Report on Form U5S for the
year 1994, File No. 30-126.
80
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-125 By-Laws of Umatilla Groves, Inc., adopted as of June 18, 1992 incorporated
by reference to Exhibit B-73 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-126 By-Laws of NCP Dade Power, Inc., adopted as of May 23, 1991 - incorporated
by reference to Exhibit B-74 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-127 By-Laws of NCP Pasco, Inc., adopted as of May 23, 1991 - incorporated by
reference to Exhibit B-75 to GPU, Inc.'s Annual Report on Form U5S for the
year 1994, File No. 30-126.
B-128 By-Laws of Commerce Cogeneration Corporation, as amended through October
3, 1992 (formerly known as ADA Management Corporation) - subsequently
renamed NCP ADA Power, Inc. - incorporated by reference to Exhibit B-76 to
GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-129 By-Laws of NCP Brooklyn Power, Inc., adopted as of July 10, 1993
incorporated by reference to Exhibit B-77 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-130 By-Laws of Trigen Power Company (successively renamed ADA Power Company
and NCP Commerce Power, Inc.), adopted as of December 30, 1988
incorporated by reference to Exhibit B-78 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-131 By-Laws of NCP Houston Power, Inc., adopted as of December 3, 1993
incorporated by reference to Exhibit B-79 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-132 By-Laws of NCP Perry, Inc., December 3, 1993 - incorporated by reference
to Exhibit B-80 to GPU, Inc.'s Annual Report on Form U5S for the year
1994, File No. 30-126.
B-133 By-Laws of NCP New York, Inc., adopted as of July 10, 1993 - incorporated
by reference to Exhibit B-81 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-134 By-Laws of EI Selkirk, Inc., adopted as of November 1, 1994 - incorporated
by reference to Exhibit B-82 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-135 By-Laws of EI Cayman (subsequently renamed EI International), dated as of
June 16, 1993 - incorporated by reference to Exhibit B-87 to GPU, Inc.'s
Annual Report on Form U5S for the year 1994, File No. 30-126.
B-136 By-Laws of EI Fuels Corporation, dated as of May 14, 1993 - incorporated
by reference to Exhibit B-37 to GPU, Inc.'s Annual Report on Form U5S for
the year 1993, File No. 30-126.
81
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-137 By-Laws of EI Power, Inc. (subsequently renamed GPU Power, Inc.), dated as
of May 2, 1994 - incorporated by reference to Exhibit B-89 to GPU, Inc.'s
Annual Report on Form U5S for the year 1994, File No. 30-126.
B-138 Amended By-Laws of Hanover Energy Corporation (formerly Bermuda Hundred
Energy, Inc.), dated as of March 16, 1993 - incorporated by reference to
Exhibit B-32 to GPU, Inc.'s Annual Report on Form U5S for the year 1992,
File No. 30-126.
B-139 By-Laws of EI Power (China), Inc., adopted as of September 22, 1994
incorporated by reference to Exhibit B-91 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-140 By-Laws of EI Power (China) I, Inc., adopted as of September 22, 1994
incorporated by reference to Exhibit B-92 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-141 By-Laws of EI Power (China) II, Inc., adopted as of September 22, 1994
incorporated by reference to Exhibit B-93 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-142 By-Laws of EI Power (China) III, Inc., adopted as of September 22, 1994
incorporated by reference to Exhibit B-94 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-143 By-Laws of Austin Cogeneration Corporation, adopted as of January 27, 1995
- incorporated by reference to Exhibit B-123 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
B-144 By-Laws of Guaracachi America, Inc., adopted as of July 13, 1995
incorporated by reference to Exhibit B-124 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-145 By-Laws of EI Barranquilla, Inc., adopted as of December 29, 1995
incorporated by reference to Exhibit B-125 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-146 By-Laws of Barranquilla Lease Holding, Inc., adopted as of December 29,
1995 - incorporated by reference to Exhibit B-126 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-147 By-Laws of Los Amigos Leasing Company, Ltd., dated as of August 18, 1995
incorporated by reference to Exhibit B-127 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-148 By-Laws of International Power Advisors, Inc., adopted as of August 16,
1995 - incorporated by reference to Exhibit B-128 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-149 By-Laws of Colombian Installations, Inc., adopted as of September 9, 1995
- incorporated by reference to Exhibit B-129 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
82
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-150 By-Laws of EI Energy, Inc. (subsequently renamed GPU Electric, Inc.),
dated as of October 20, 1995 - incorporated by reference to Exhibit B-130
to GPU, Inc.'s Annual Report on Form U5S for the year 1995, File No.
30-126.
B-151 By-Laws of Victoria Electric, Inc., adopted as of October 20, 1995
incorporated by reference to Exhibit B-131 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-152 By-Laws of Victoria Electric Holdings, Inc., adopted as of June 17, 1996
incorporated by reference to Exhibit B-149 to GPU Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
B-153 By-Laws of EI UK Holdings, Inc., adopted as of April 30, 1996 incorporated
by reference to Exhibit B-150 to GPU Inc.'s Annual Report on Form U5S for
the year 1996, File No. 30-126.
B-154 Certificate of Filing of Amended By-Laws of Magellan Utilities Development
Corporation adopted on September 29, 1994.
B-155 By-Laws of GPUI Lake Holdings, Inc., adopted as of December 30, 1996
incorporated by reference to Exhibit B-152 to GPU, Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
B-156 Memorandum of Association of 2322117 Nova Scotia Limited, dated as of
December 22, 1993 - incorporated by reference to Exhibit B-33 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-157 Certificate of Amendment of the Memorandum of Association of 2322117 Nova
Scotia Limited, dated as of February 17, 1994 to change the name of the
company to EI Brooklyn Power Limited - incorporated by reference to
Exhibit B-34 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No. 30-126.
B-158 Memorandum of Association of 2322120 Nova Scotia Limited, dated as of
December 22, 1993 - incorporated by reference to Exhibit B-35 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-159 Certificate of Amendment of the Memorandum of Association of 2322120 Nova
Scotia Limited, dated as of February 17, 1994 to change the name of the
company to EI Services Canada Limited - incorporated by reference to
Exhibit B-36 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No. 30-126.
B-160 Memorandum of Association of 2322133 Nova Scotia Limited, dated as of
December 22, 1993 - incorporated by reference to Exhibit B-31 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-161 Certificate of Amendment of the Memorandum of Association of 2322133 Nova
Scotia Limited, dated as of February 17, 1994 to change the name of the
company to EI Canada Holding Limited - incorporated by reference to
Exhibit B-32 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No. 30-126.
83
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-162 Memorandum of Association of 2285241 Nova Scotia Limited, dated as of
March 3, 1994 - incorporated by reference to Exhibit B-37 to GPU, Inc.'s
Annual Report on Form U5S for the year 1994, File No. 30-126.
B-163 Certificate of Amendment of the Memorandum of Association of 2285241 Nova
Scotia Limited, dated as of April 7, 1995 to change the name of the
company to EI Brooklyn Investments Limited - incorporated by reference to
Exhibit B-38 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No. 30-126.
B-164 Memorandum of Association of EI Cayman (subsequently renamed EI
International), dated as of June 16, 1993 incorporated by reference to
Exhibit B-39 to GPU, Inc.'s Annual Report on Form U5S for the year 1994,
File No. 30-126.
B-165 Memorandum of Association of Solaris Power, dated as of May 11, 1994
incorporated by reference to Exhibit B-141 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-166 Memorandum of Association of EI Australia Services Pty Ltd., (subsequently
renamed GPU International Australia Pty Ltd.), effective as of October 26,
1995 - incorporated by reference to Exhibit B-142 to GPU, Inc.'s Annual
Report on Form U5S for the year 1995, File No. 30-126.
B-167 Articles of Association of 2322133 Nova Scotia Limited (subsequently
renamed EI Canada Holding Limited), adopted as of December 22, 1993
incorporated by reference to Exhibit B-83 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-168 Articles of Association of 2322117 Nova Scotia Limited (subsequently
renamed EI Brooklyn Power Limited), adopted as of December 22, 1993
incorporated by reference to Exhibit B-84 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-169 Articles of Association of 2322120 Nova Scotia Limited (subsequently
renamed EI Services Canada Limited), adopted as of December 22, 1993
incorporated by reference to Exhibit B-85 to GPU, Inc.'s Annual Report on
Form U5S for the year 1994, File No. 30-126.
B-170 Articles of Association of 2285241 Nova Scotia, Ltd. (subsequently renamed
EI Brooklyn Investment, Limited), adopted as of March 3, 1994 incorporated
by reference to Exhibit B-86 to GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
B-171 Articles of Association of Solaris Power, adopted as of November 22, 1995
- incorporated by reference to Exhibit B-147 to GPU, Inc.'s Annual Report
on Form U5S for the year 1995, File No. 30-126.
B-172 Articles of Association of EI Australia Services Pty Ltd., adopted as of
October 26, 1995 - incorporated by reference to Exhibit B-148 to GPU,
Inc.'s Annual Report on Form U5S for the year 1995, File No. 30-126.
84
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-173 Agreement of Limited Partnership of Ada Cogeneration Limited Partnership,
dated as of November 26, 1990, as amended - incorporated by reference to
Exhibit B-6(a)(i)-(iii), Application on Form U-1, File No. 70-8369.
B-174 Amended and Restated Limited Partnership Agreement of Brooklyn Energy
Limited Partnership, dated as of March 11, 1994 - filed pursuant to
request for confidential treatment - incorporated by reference to Exhibit
B-108 to GPU, Inc.'s Annual Report on Form U5S for the year 1994, File No.
30-126.
B-175 Agreement of Limited Partnership of Lake Cogen, Ltd., dated as of July 24,
1992 - incorporated by reference to Exhibit B-3(a), Application on Form
U-1, File No. 70-8369.
B-176 First Amendment to Limited Partnership Agreement of Lake Cogen, Ltd.,
dated as of June 13, 1994 - incorporated by reference to Exhibit B-3(a),
Certificate Pursuant to Rule 24, File No. 70-8369.
B-177 Agreement of Limited Partnership of Lake Investment, L.P., dated as of
July 23, 1992 - incorporated by reference to Exhibit B-112 to GPU, Inc.'s
Annual Report on Form U5S for the year 1994, File No. 30-126.
B-178 Amended and Restated Limited Partnership Agreement of Onondaga
Cogeneration Limited Partnership, dated as of June 10, 1992 - incorporated
by reference to Exhibit A-1(a), Certificate Pursuant to Rule 24, File No.
70-7942.
B-179 Limited Partnership Agreement of Pasco Cogen, Ltd., as amended through
July 15, 1993 - incorporated by reference to Exhibit B-4(a)(i)-(iv),
Application on Form U-1, File No. 70-8369.
B-180 Fourth Amendment to Limited Partnership Agreement of Pasco Cogen, Ltd.,
dated as of June 13, 1994 - incorporated by reference to Exhibit B-4(a),
Certificate Pursuant to Rule 24, File No. 70-8369.
B-181 Agreement of Limited Partnership of Dade Investment, L.P., dated as of
August 28, 1991 - incorporated by reference to Exhibit B-116 to GPU,
Inc.'s Annual Report on Form U5S for the year 1994, File No. 30-126.
B-182 Amended and Restated Limited Partnership Agreement of Prime Energy Limited
Partnership, dated as of August 7, 1987 - incorporated by reference to
Exhibit A-1, Application on Form U-1, File No. 70-7647.
B-183 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 1198), dated as of February 24, 1995 - incorporated by reference
to Exhibit B-160 to GPU, Inc.'s Annual Report on Form U5S for the year
1995, File No. 30-126.
B-18 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 6455), dated as of October 4, 1995 - incorporated by reference to
Exhibit B-161 to GPU, Inc.'s Annual Report on Form U5S for the year 1995,
File No. 30-126. 85
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-185 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 2093), dated as of April 6, 1995 - incorporated by reference to
Exhibit B-162 to GPU, Inc.'s Annual Report on Form U5S for the year 1995,
File No.
30-126.
B-186 Amendment to By-Laws of Incorporation of Termobarranquilla S.A. (Public
Deed No. 5777), dated as of September 5, 1995 - incorporated by reference
to Exhibit B-163 to GPU, Inc.'s Annual Report on Form U5S for the year
1995, File No. 30-126.
B-187 Certificate of Amendment of Articles of Association of EI Cayman, dated as
of July 10, 1995 to change the name of the company to EI International
incorporated by reference to Exhibit B-164 to GPU, Inc.'s Annual Report on
Form U5S for the year 1995, File No. 30-126.
B-188 Limited Partnership Agreement of Mid-Georgia Cogen, L.P., dated as of
April 15, 1996 - incorporated by reference to Exhibit B-186 to GPU, Inc.'s
Annual Report on Form U5S for the year 1996, File No. 30-126.
B-189 Memorandum and Articles of Association of Australian Transmission
Corporation Pty. Ltd., dated as of September 30, 1997 - to be filed by
amendment to GPU, Inc.'s Annual Report on Form U5S for the year 1997.
B-190 Certificate of Registration and Change of Name of Australian Transmission
Corporation Pty.Ltd. to GPU PowerNet Pty. Ltd.,effective October 30, 1997.
B-191 Amendment to the Certificate of Incorporation of GPU International Latin
America Ltda., dated as of March 6, 1997,to change the name of the company
to GPUI Colombia Ltda. - to be filed by amendment to GPU, Inc.'s Annual
Report on Form U5S for the year 1997.
B-192 Certificate of Incorporation of GPU Australia Holdings, Inc. dated as of
September 29, 1997 - to be filed by amendment to GPU, Inc.'s Annual Report
on Form U5S for the year 1997.
B-193 By-Laws of GPU Australia Holdings, Inc., dated as of September 29, 1997 -
to be filed by amendment to GPU, Inc.'s Annual Report on Form U5S for the
year 1997.
B-194 Certificate of Incorporation of Austran Holdings, Inc., dated as of
September 29, 1997 - to be filed by amendment to GPU, Inc.'s Annual Report
on Form U5S for the year 1997.
B-195 Amended and Restated Certificate of Incorporation of Austran Holdings,
Inc.,dated as of October 9, 1997 - to be filed by amendment to GPU, Inc.'s
Annual Report on Form U5S for the year 1997.
B-196 By-Laws of Austran Holdings, Inc. adopted as of September 29, 1997 - to be
filed by amendment to GPU, Inc.'s Annual Report on Form U5S for the year
1997.
B-197 Certificate of Formation of GPU Solar, L.L.C., dated as of July 8, 1997 to
be filed by amendment to GPU, Inc.'s Annual Report on Form U5S for the
year 1997.
B-198 Operating Agreement for GPU Solar, L.L.C.,dated as of July 1, 1997 - to be
filed by amendment to GPU, Inc.'s Annual Report on Form U5S for the year
1997.
B-199 Certificate of Incorporation of GPU Power Ireland, Inc., dated October 14,
1997 - to be filed by amendment to GPU, Inc.'s Annual Report on Form U5S
for the year 1997.
B-200 By-Laws of GPU Power Ireland, Inc. adopted as of October 14, 1997 - to be
filed by amendment to GPU, Inc.'s Annual Report on Form U5S for the year
1997.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU International Group
-----------------------
B-201 Certificate of Registration of Austran Investments Pty. Ltd. dated as of
October 15,1997 - to be filed by amendment to GPU, Inc.'s Annual Report on
Form U5S for the year 1997.
B-202 Memorandum and Articles of Association of Austran Investments Pty. Ltd.
dated as of October 15, 1997 - to be filed by amendment to GPU, Inc.'s
Annual Report on Form U5S for the year 1997.
B-203 Certificate of Registrastion of GPU PowerNet Investments Pty. Ltd. dated
as of December 9, 1997 - to be filed by amendment to GPU, Inc.'s Annual
Report on Form U5S for the year 1997.
B-204 Memorandum and Articles of Association of GPU PowerNet Investments Pty.
Ltd. dated as of December 8, 1997 - to be filed by amendment to GPU,
Inc.'s Annual Report on Form U5S for the year 1997.
B-205 Certificate of Amendment to the Certificate of Registration of EI
Australia Services Pty. Ltd. to GPU International Australia Pty. Ltd.
dated as of October 14, 1997 - to be filed by amendment to GPU, Inc.'s
Annual Report on Form U5S for the year 1997.
86
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU, GPUS & GPUN
----------------
C-1 Credit Agreement between GPUS and First National Bank of Chicago, dated as
of March 27, 1996 - incorporated by reference to Exhibit B-2, Certificate
Pursuant to Rule 24, File No. 70-8793.
C-2 GPU, Inc. Restricted Stock Plan for Outside Directors dated September 4,
1997 - incorporated by reference to Exhibit 10-Q to GPU, Inc.'s Annual
Report on Form 10-K for the year 1997, File No. 1-6047.
C-3 GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries as
amended and restated to reflect amendments through February 6, 1997
incorporated by reference to Exhibit C-3 to GPU, Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
C-4 Performance Units Agreement Under the 1990 Stock Plan for Employees of GPU
and Subsidiaries - 1997 Agreement - to be filed by amendment to GPU,
Inc.'s Annual Report on Form U5S for the year 1997.
C-5 Incentive Compensation Plan for Elected Officers of GPU Service, Inc., as
amended and restated April 20, 1998.
C-6 Incentive Compensation Plan for Elected Officers of GPU Nuclear, Inc.,
dated as of February 6, 1997 incorporated by reference to Exhibit C-6 to
GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No.
30-126.
C-7 Incentive Compensation Plan for Elected Officers of GPU Generation, Inc.,
dated as of February 6, 1997 incorporated by reference to Exhibit C-7 to
GPU, Inc.'s Annual Report on Form U5S for the year 1996, File No.
30-126.
C-8 Employee Incentive Compensation Plan of GPU Service, Inc., dated as of
April 1, 1995 - incorporated by reference to Exhibit C-7 to GPU Inc.'s
Annual Report on Form U5S for the year 1995, File No. 30-126.
C-9 Employee Incentive Compensation Plan of GPU Nuclear Inc., dated as of
April 1, 1995 - incorporated by reference to Exhibit C-8 to GPU Inc.'s
Annual Report on Form U5S for the year 1995, File No. 30-126.
C-10 GPU Service, Inc. Supplemental and Excess Benefits Plan, as amended June
5, 1997 - to be filed by amendment to GPU, Inc.'s Annual Report on Form
U5S for the year 1997.
C-11 GPU Nuclear, Inc. Supplemental and Excess Benefits Plan, as amended June
5, 1997 - to be filed by amendment to GPU, Inc.'s Annual Report on Form
U5S for the year 1997.
C-12 GPU Generation, Inc. Supplemental and Excess Benefits Plan, dated as
amended June 5, 1997 - to be filed by amendment to GPU, Inc.'s Annual
Report on Form U5S for the year 1997.
87
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
GPU, GPUS & GPUN
----------------
C-13 Deferred Remuneration Plan for Outside Directors of GPU, Inc. as amended
October 8, 1997 - incorporated by reference to Exhibit 10-S to GPU, Inc.'s
Annual Report on Form 10-K for the year 1997, File No. 1-6047.
C-14 Deferred Remuneration Plan for Outside Directors of GPU Nuclear Inc., as
amended June 5, 1997 - to be filed by amendment to GPU, Inc.'s Annual
Report on Form U5S for the year 1997.
C-15 Retirement Plan for Outside Directors of GPU, Inc. dated June 5, 1997 -
incorporated by reference to Exhibit 10-R to GPU, Inc.'s Annual Report on
Form 10-K for the year 1997, File No. 1-6047
C-16 GPU System Companies Deferred Compensation Plan dated June 5, 1997
incorporated by reference to Exhibit 10-A to GPU, Inc.'s Annual Report on
Form 10-K for the year 1997, File No. 1-6047.
C-17 GPU System Companies Master Directors' Benefits Protection Trust dated
February 6, 1997 - incorporated by reference to Exhibit C-17 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
C-18 GPU System Companies Master Executives' Benefits Protection Trust dated
February 6, 1997 - incorporated by reference to Exhibit C-18 to GPU,
Inc.'s Annual Report on Form U5S for the year 1996, File No. 30-126.
C-19 Senior Executive Life Insurance Program, dated as of May 3, 1989
incorporated by reference to description contained on pages 13-14 of GPU,
Inc.'s 1992 definitive proxy statement, File No. 1-6047.
C-20 Supplemental Extraordinary Medical Expense Plan for Certain GPU System
Officers, as amended through February 28, 1992 - incorporated by reference
to Exhibit 10-M to GPU, Inc.'s Annual Report on Form 10-K for the year
1992, File No. 1-6047.
JCP&L
-----
Instruments Defining the Rights of Security Holders, Including Indentures
-------------------------------------------------------------------------
C-21 Indenture, dated as of March 1, 1946, with United States Trust Company of
New York, Successor Trustee, incorporated by reference to JCP&L's
Instruments of Indebtedness No. 1 filed as part of Amendment No. 1 to GPU,
Inc.'s Annual Report on Form U5S for the year 1959, File Nos. 30-126 and
1-3292.
C-22 First Supplemental Indenture, dated as of December 1, 1948 - incorporated
by reference to JCP&L's Instruments of Indebtedness No. 2 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-23 Second Supplemental Indenture, dated as of April 1, 1953 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 3 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
88
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
JCP&L
-----
C-24 Third Supplemental Indenture, dated as of June 1, 1954 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 4 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-25 Fourth Supplemental Indenture, dated as of May 1, 1955 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 5 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-26 Fifth Supplemental Indenture, dated as of August 1, 1956 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 6 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-27 Sixth Supplemental Indenture, dated as of July 1, 1957 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 7 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-28 Seventh Supplemental Indenture, dated as of July 1, 1959 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 9 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-29 Eighth Supplemental Indenture, dated as of June 1, 1960 - incorporated by
reference to JCP&L's Instruments of Indebtedness No. 10 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-30 Ninth Supplemental Indenture, dated as of November 1, 1962 - incorporated
by reference to Exhibit 2-C, Registration No. 2-20732.
C-31 Tenth Supplemental Indenture, dated as of October 1, 1963 - incorporated by
reference to Exhibit 2-C, Registration No. 2-21645.
C-32 Eleventh Supplemental Indenture, dated as of October 1, 1964 - incorporated
by reference to Exhibit 5-A-3, Registration No. 2-59785.
C-33 Twelfth Supplemental Indenture, dated as of November 1, 1965 - incorporated
by reference to Exhibit 5-A-4, Registration No. 2-59785.
C-34 Thirteenth Supplemental Indenture, dated as of August 1, 1966 incorporated
by reference to Exhibit 4-C, Registration No. 2-25124.
C-35 Fourteenth Supplemental Indenture, dated as of September 1, 1967
incorporated by reference to Exhibit 5-A-6, Registration No. 2-59785.
C-36 Fifteenth Supplemental Indenture, dated as of October 1, 1968 incorporated
by reference to Exhibit 5-A-7, Registration No. 2-59785.
C-37 Sixteenth Supplemental Indenture, dated as of October 1, 1969 -
incorporated by reference to Exhibit 5-A-8, Registration No. 2-59785. 89
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
JCP&L
-----
C-38 Seventeenth Supplemental Indenture, dated as of June 1, 1970 - incorporated
by reference to Exhibit 5-A-9, Registration No. 2-59785.
C-39 Eighteenth Supplemental Indenture, dated as of December 1, 1970
incorporated by reference to Exhibit 5-A-10, Registration No. 2-59785.
C-40 Nineteenth Supplemental Indenture, dated as of February 1, 1971
incorporated by reference to Exhibit 5-A-11, Registration No. 2-59785.
C-41 Twentieth Supplemental Indenture, dated as of November 1, 1971 incorporated
by reference to Exhibit 5-A-12, Registration No. 2-59875.
C-42 Twenty-first Supplemental Indenture, dated as of August 1, 1972
incorporated by reference to Exhibit 5-A-13, Registration No. 2-59785.
C-43 Twenty-second Supplemental Indenture, dated as of August 1, 1973
incorporated by reference to Exhibit 5-A-14, Registration No. 2-59785.
C-44 Twenty-third Supplemental Indenture, dated as of October 1, 1973
incorporated by reference to Exhibit 5-A-15, Registration No. 2-59785.
C-45 Twenty-fourth Supplemental Indenture, dated as of December 1, 1973
incorporated by reference to Exhibit 5-A-16, Registration No. 2-59785.
C-46 Twenty-fifth Supplemental Indenture, dated as of November 1, 1974
incorporated by reference to Exhibit 5-A-17, Registration No. 2-59785.
C-47 Twenty-sixth Supplemental Indenture, dated as of March 1, 1975 incorporated
by reference to Exhibit 5-A-18, Registration No. 2-59785.
C-48 Twenty-seventh Supplemental Indenture, dated as of July 1, 1975
incorporated by reference to Exhibit 5-A-19, Registration No. 2-59785.
C-49 Twenty-eighth Supplemental Indenture, dated as of October 1, 1975
incorporated by reference to Exhibit 5-A-20, Registration No. 2-59785.
C-50 Twenty-ninth Supplemental Indenture, dated as of February 1, 1976
incorporated by reference to Exhibit 5-A-21, Registration No. 2-59785.
C-51 Supplemental Indenture No. 29A, dated as of May 31, 1976 - incorporated by
reference to Exhibit 5-A-22, Registration No. 2-59785.
C-52 Thirtieth Supplemental Indenture, dated as of June 1, 1976 - incorporated
by reference to Exhibit 5-A-23, Registration No. 2-59785.
C-53 Thirty-first Supplemental Indenture, dated as of May 1, 1977 - incorporated
by reference to Exhibit 5-A-24, Registration No. 2-59785.
90
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
JCP&L
-----
C-54 Thirty-second Supplemental Indenture, dated as of January 20, 1978
incorporated by reference to Exhibit 5-A-25, Registration No. 2-60438.
C-55 Thirty-third Supplemental Indenture, dated as of January 1, 1979
incorporated by reference to Exhibit A-20(b), Certificate Pursuant to Rule
24, File No. 70-6242.
C-56 Thirty-fourth Supplemental Indenture, dated as of June l, 1979 incorporated
by reference to Exhibit A-28, Certificate Pursuant to Rule 24, File No.
70-6290.
C-57 Thirty-sixth Supplemental Indenture, dated as of October 1, 1979
incorporated by reference to Exhibit A-30, Certificate Pursuant to Rule 24,
File No. 70-6354.
C-58 Thirty-seventh Supplemental Indenture, dated as of September 1, 1984
incorporated by reference to Exhibit A-1(cc), Certificate Pursuant to Rule
24, File No. 70-7001.
C-9 Thirty-eighth Supplemental Indenture, dated as of July 1, 1985 incorporated
by reference to Exhibit A-1(dd), Certificate Pursuant to Rule 24, File No.
70-7109.
C-60 Thirty-ninth Supplemental Indenture, dated as of April 1, 1988 incorporated
by reference to Exhibit A-1(a), Certificate Pursuant to Rule 24, File No.
70-7263.
C-61 Fortieth Supplemental Indenture, dated as of June 14, 1988 - incorporated
by reference to Exhibit A-1(ff), Certificate Pursuant to Rule 24, File No.
70-7603.
C-62 Forty-first Supplemental Indenture, dated as of April 1, 1989 incorporated
by reference to Exhibit A-1(gg), Certificate Pursuant to Rule 24, File No.
70-7603.
C-63 Forty-second Supplemental Indenture, dated as of July 1, 1989 incorporated
by reference to Exhibit A-1(hh), Certificate Pursuant to Rule 24, File No.
70-7603.C-39
C-64 Forty-third Supplemental Indenture, dated as of March 1, 1991 -incorporated
by reference to Exhibit 4-A-35, Registration No. 33-45314.
C-65 Forty-fourth Supplemental Indenture, dated as of March 1, 1992 incorporated
by reference to Exhibit 4-A-36, Registration No. 33-49405.
C-66 Forty-fifth Supplemental Indenture, dated as of October 1, 1992
incorporated by reference to Exhibit 4-A-37, Registration No. 33-49405.
91
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
JCP&L
-----
C-67 Forty-sixth Supplemental Indenture, dated as of April 1, 1993 incorporated
by reference to Exhibit C-15 to GPU, Inc.'s Annual Report on Form U5S for
the year 1992, File No. 30-126.
C-68 Forty-seventh Supplemental Indenture, dated as of April 10, 1993
incorporated by reference to Exhibit C-16 to GPU, Inc.'s Annual Report on
Form U5S for the year 1992, File No. 30-126.
C-69 Forty-eighth Supplemental Indenture, dated as of April 15, 1993
incorporated by reference to Exhibit C-17 to GPU, Inc.'s Annual Report on
Form U5S for the year 1992, File No. 30-126.
C-70 Forty-ninth Supplemental Indenture, dated as of October 1, 1993
incorporated by reference to Exhibit C-18 to GPU, Inc.'s Annual Report on
Form U5S for the year 1993, File No. 30-126.
C-71 Fiftieth Supplemental Indenture, dated as of August 1, 1994 - incorporated
by reference to Exhibit C-19 of GPU, Inc.'s Annual Report on Form U5S for
the year 1994, File No. 30-126.
C-72 Fifty-first Supplemental Indenture of JCP&L, dated August 15, 1996
incorporated by reference to Exhibit 4-A-43 of GPU, Inc.'s Annual Report
on Form 10-K for 1996, File No. 1-6047.
C-73 Subordinated Debenture Indenture, dated as of May 1, 1995 - incorporated
by reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, File No.
70-8495.
Other
-----
C-74 Incentive Compensation Plan for Elected Officers of JCP&L dated February
6, 1997 incorporated by reference to Exhibit C-74 to GPU, Inc.'s Annual
Report on Form U5S for the year 1996, File No. 30-126.
C-75 Employee Incentive Compensation Plan of JCP&L, dated as of April 1, 1995
incorporated by reference to Exhibit 10-D to GPU, Inc.'s Annual Report on
Form 10-K for the year 1995, File No. 1-6047.
C-76 JCP&L Supplemental and Excess Benefits Plan dated June 5, 1997
incorporated by reference to Exhibit 10-K to JCP&L's Annual Report on Form
10-K for the year 1997, File No. 1-3141.
C-77 Deferred Remuneration Plan for Outside Directors of JCP&L dated June 5,
1997 - incorporated by reference to Exhibit 10-J to JCP&L's Annual Report
on Form 10-K for the year 1997, File No. 1-3141.
C-78 Amended and Restated Nuclear Material Lease Agreement, dated as of
November 17, 1995, between Oyster Creek Fuel Corp. and JCP&L -
incorporated by reference to Exhibit B-2(a)(i), Certificate Pursuant to
Rule 24, File No.
70-7862.
92
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
JCP&L
-----
C-79 Amended and Restated Nuclear Material Lease Agreement, dated as of
November 17, 1995, between TMI-1 Fuel Corp. and JCP&L - incorporated by
reference to Exhibit B-2(a)(ii), Certificate Pursuant to Rule 24, File No.
70-7862.
C-80 Letter Agreement, dated as of November 17, 1995, from JCP&L relating to
Oyster Creek Nuclear Material Lease Agreement - incorporated by reference
to Exhibit B-2(b)(i), Certificate Pursuant to Rule 24, File No. 70-7862.
C-81 Letter Agreement, dated as of November 17, 1995, from JCP&L relating to
JCP&L TMI-1 Nuclear Material Lease Agreement - incorporated by reference
to Exhibit B-2(b)(ii), Certificate Pursuant to Rule 24, File No. 70-7862.
C-82 Amended and Restated Trust Agreement, dated as of November 17, 1995,
between United States Trust Company of New York, as Owner Trustee, Lord
Fuel Corp., as Trustor and Beneficiary, and JCP&L and its affiliates
incorporated by reference to Exhibit B-3(i), Certificate Pursuant to Rule
24, File No. 70-7862.
Met-Ed
------
Instruments Defining the Rights of Security Holders, Including Indentures
-------------------------------------------------------------------------
C-83 Indenture, dated as of November 1, 1944, with United States Trust Company
of New York, Successor Trustee, incorporated by reference to Met-Ed's
Instruments of Indebtedness No. 1 filed as part of Amendment No. l to GPU,
Inc.'s Annual Report on Form U5S for the year 1959, File Nos. 30-126 and
1-3292.
C-84 Supplemental Indenture, dated as of February 1, 1947 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 2 filed as part of
Amendment No. 1 to GPU,Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-85 Supplemental Indenture, dated as of May 20, 1947 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 3 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-86 Supplemental Indenture, dated as of September 1, 1947 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 4 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-87 Supplemental Indenture, dated as of September 1, 1948 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 5 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292. 93
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Met-Ed
------
C-88 Supplemental Indenture, dated as of October 4, 1949 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 6 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-89 Supplemental Indenture, dated as of February 1, 1950 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 7 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-90 Supplemental Indenture, dated as of July 19, 1950 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 8 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-91 Supplemental Indenture, dated as of December 1, 1950 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 9 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-92 Supplemental Indenture, dated as of March 1, 1952 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 10 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-93 Supplemental Indenture, dated as of May 1, 1953 - incorporated by reference
to Met-Ed's Instruments of Indebtedness No. 11 filed as part of Amendment
No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959, File Nos.
30-126 and 1-3292.
C-94 Supplemental Indenture, dated as of July 1, 1954 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 12 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-95 Supplemental Indenture, dated as of October 1, 1954 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 13 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-96 Supplemental Indenture, dated as of June 1, 1957 - incorporated by
reference to Met-Ed's Instruments of Indebtedness No. 14 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-97 Supplemental Indenture, dated as of May 1, 1960 - incorporated by reference
to Met-Ed's Instruments of Indebtedness No. 16 filed as part of Amendment
No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959, File Nos.
30-126 and 1-3292.
C-98 Supplemental Indenture, dated as of December 1, 1962 - incorporated by
reference to Exhibit 2-E(1), Registration No. 2-59678.
94
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Met-Ed
------
C-99 Supplemental Indenture, dated as of March 20, 1964 - incorporated by
reference to Exhibit 2-E(2), Registration No. 2-59678.
C-100 Supplemental Indenture, dated as of July 1, 1965 - incorporated by
reference to Exhibit 2-E(3), Registration No. 2-59678.
C-101 Supplemental Indenture, dated as of June 1, 1966 - incorporated by
reference to Exhibit 2-B-4, Registration No. 2-24883.
C-102 Supplemental Indenture, dated as of March 22, 1968 - incorporated by
reference to Exhibit 4-C-5, Registration No. 2-29644.
C-103 Supplemental Indenture, dated as of September 1, 1968 - incorporated by
reference to Exhibit 2-E(6), Registration No. 2-59678.
C-104 Supplemental Indenture, dated as of August 1, 1969 - incorporated by
reference to Exhibit 2-E(7), Registration No. 2-59678.
C-105 Supplemental Indenture, dated as of November 1, 1971 - incorporated by
reference to Exhibit 2-E(8), Registration No. 2-59678.
C-106 Supplemental Indenture, dated as of May 1, 1972 - incorporated by
reference to Exhibit 2-E(9), Registration No. 2-59678.
C-107 Supplemental Indenture, dated as of December 1, 1973 - incorporated by
reference to Exhibit 2-E(10), Registration No. 2-59678.
C-108 Supplemental Indenture, dated as of October 30, 1974 - incorporated by
reference to Exhibit 2-E(11), Registration No. 2-59678.
C-109 Supplemental Indenture, dated as of October 31, 1974 - incorporated by
reference to Exhibit 2-E(12), Registration No. 2-59678.
C-110 Supplemental Indenture, dated as of March 20, 1975 - incorporated by
reference to Exhibit 2-E(13), Registration No. 2-59678.
C-111 Supplemental Indenture, dated as of September 25, 1975 - incorporated by
reference to Exhibit 2-E(15), Registration No. 2-59678.
C-112 Supplemental Indenture, dated as of January 12, 1976 - incorporated by
reference to Exhibit 2-E(16), Registration No. 2-59678.
C-113 Supplemental Indenture, dated as of March 1, 1976 - incorporated by
reference to Exhibit 2-E(17), Registration No. 2-59678.
C-114 Supplemental Indenture, dated as of September 28, 1977 - incorporated by
reference to Exhibit 2-E(18), Registration No. 2-62212.
C-115 Supplemental Indenture, dated as of January 1, 1978 - incorporated by
reference to Exhibit 2-E(19), Registration No. 2-62212.
95
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Met-Ed
------
C-116 Supplemental Indenture, dated as of September 1, 1978 - incorporated by
reference to Exhibit 4-A(19), Registration No. 33-48937.
C-117 Supplemental Indenture, dated as of June 1, 1979 - incorporated by
reference to Exhibit 4-A(20), Registration No. 33-48937.
C-118 Supplemental Indenture, dated as of January l, 1980 - incorporated by
reference to Exhibit 4-A(21), Registration No. 33-48937.
C-119 Supplemental Indenture, dated as of September 1, 1981 - incorporated by
reference to Exhibit 4-A(22), Registration No. 33-48937.
C-120 Supplemental Indenture, dated as of September 10, 1981 - incorporated by
reference to Exhibit 4-A(23), Registration No. 33-48937.
C-121 Supplemental Indenture, dated as of December 1, 1982 - incorporated by
reference to Exhibit 4-A(24), Registration No. 33-48937.
C-122 Supplemental Indenture, dated as of September 1, 1983 - incorporated by
reference to Exhibit 4-A(25), Registration No. 33-48937.
C-123 Supplemental Indenture dated as of September 1, 1984 - incorporated by
reference to Exhibit 4-A(26), Registration No. 33-48937.
C-124 Supplemental Indenture, dated as of March 1, 1985 - incorporated by
reference to Exhibit 4-A(27), Registration No. 33-48937.
C-125 Supplemental Indenture, dated as of September l, 1985 - incorporated by
reference to Exhibit 4-A(28), Registration No. 33-48937.
C-126 Supplemental Indenture, dated as of June 1, 1988 - incorporated by
reference to Exhibit 4-A(29), Registration No. 33-48937.
C-127 Supplemental Indenture, dated as of April 1, 1990 - incorporated by
reference to Exhibit 4-A(30), Registration No. 33-48937.
C-128 Amendment, dated as of May 22, 1995, to Supplemental Indenture (dated
April 1, 1990) - incorporated by reference to Exhibit 4-A(31),
Registration No. 33-48937.
C-129 Supplemental Indenture, dated as of September 1, 1992 - incorporated by
reference to Exhibit 4-A(32)(a), Registration No. 33-48937.
C-130 Supplemental Indenture, dated as of December 1, 1993 - incorporated by
reference to Exhibit C-58 to GPU, Inc.'s Annual Report on Form U5S for the
year 1993, File No. 30-126.
C-131 Supplemental Indenture, dated as of July 15, 1995 - incorporated by
reference to Exhibit 4-B-35 to Met-Ed's Annual Report on Form 10-K for the
year 1995, File No. 1-446.
96
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Met-Ed
------
C-132 Subordinated Debenture Indenture, dated as of August 1, 1994 incorporated
by reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, File No.
70-8401.
C-133 Supplemental Indenture, dated August 15, 1996 - incorporated by reference
to Exhibit 4-B-35 to Met-Ed's Annual Report on Form 10-K for 1996, File
No. 1-446.
C-134 Supplemental Indenture, dated May 1, 1997 - incorporated by reference to
Exhibit 4-B-36 to Met-Ed's Annual Report on Form 10-K for 1997, File No.
1-4446.
Other
C-135 Incentive Compensation Plan for Elected Officers of Met-Ed dated February
6, 1997 - incorporated by reference to Exhibit C-134 to GPU, Inc.'s Annual
Report on Form U5S for the year 1996, File NO. 30-126.
C-136 Employee Incentive Compensation Plan of Met-Ed, dated as of April 1, 1995
- incorporated by reference to Exhibit 10-E to GPU, Inc.'s Annual Report
on Form 10-K for the year 1995, File No. 1-6047.
C-137 Met-Ed Supplemental and Excess Benefits Plan dated June 5, 1997
incorporated by reference to Exhibit 10-L to Met-Ed's Annual Report on
Form 10-K for the year 1997, File No. 1-446.
C-138 Amended and Restated Nuclear Material Lease Agreement, dated as of
November 17, 1995, between TMI-1 Fuel Corp. and Met-Ed - incorporated by
reference to Exhibit B-2(a)(iii), Certificate Pursuant to Rule 24, File
No. 70-7862.
C-139 Letter Agreement, dated as of November 17, 1995, from Met-Ed relating to
Met-Ed TMI-1 Nuclear Material Lease Agreement - incorporated by reference
to Exhibit B-2(b)(i), Certificate Pursuant to Rule 24, File No. 70-7862.
C-140 Amended and Restated Trust Agreement, dated as of November 17, 1995,
between United States Trust Company of New York, as Owner Trustee, Lord
Fuel Corp., as Trustor and Beneficiary, and Met-Ed and its affiliates
incorporated by reference to Exhibit B-3(i), Certificate Pursuant to Rule
24, File No. 70-7862.
Penelec
-------
Instruments Defining the Rights of Security Holders, Including Indentures
-------------------------------------------------------------------------
C-141 Mortgage and Deed of Trust, dated as of January 1, 1942, with United
States Trust Company of New York, Successor Trustee, - incorporated by
reference to Penelec's Instruments of Indebtedness No. 1 filed as part of
Amendment No. 1 to GPU, Inc.'s Annual Report on Form U5S for the year
1959, File Nos. 30-126 and 1-3292.
97
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Penelec
-------
C-142 Supplemental Indenture, dated as of March 7, 1942 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 2 filed as part of
Amendment No. 1 to GPU,Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-143 Supplemental Indenture, dated as of April 28, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 3 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-144 Supplemental Indenture, dated as of August 20, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 4 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-145 Supplemental Indenture, dated as of August 30, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 5 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-146 Supplemental Indenture, dated as of August 31, 1943 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 6 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-147 Supplemental Indenture, dated as of April 26, 1944 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 7 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-148 Supplemental Indenture, dated as of April 19, 1945 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 8 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-149 Supplemental Indenture, dated as of October 25, 1945 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 9 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-150 Supplemental Indenture, dated as of June 1, 1946 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 10 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-151 Supplemental Indenture, dated as of November 1, 1949 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 11 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
98
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
Penelec
C-152 Supplemental Indenture, dated as of October 1, 1951 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 12 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-153 Supplemental Indenture, dated as of August 1, 1952 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 13 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-154 Supplemental Indenture, dated as of June 1, 1953 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 14 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-155 Supplemental Indenture, dated as of March 1, 1954 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 15 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-156 Supplemental Indenture, dated as of April 30, 1956 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 16 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-157 Supplemental Indenture, dated as of May 1, 1956 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 17 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-158 Supplemental Indenture, dated as of March 1, 1958 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 18 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-159 Supplemental Indenture, dated as of August 1, 1959 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 19 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-160 Supplemental Indenture, dated as of May 1, 1960 - incorporated by
reference to Penelec's Instruments of Indebtedness No. 20 filed as part of
Amendment No.1 to GPU, Inc.'s Annual Report on Form U5S for the year 1959,
File Nos. 30-126 and 1-3292.
C-161 Supplemental Indenture, dated as of May 1, 1961 - incorporated by
reference to Exhibit 2-D(1), Registration No. 2-61502.
C-62 Supplemental Indenture, dated as of October 1, 1964 - incorporated by
reference to Exhibit 2-D(2), Registration No. 2-61502.
C-163 Supplemental Indenture, dated as of November 1, 1966 - incorporated by
reference to Exhibit 2-D(3), Registration No. 2-61502.
99
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Penelec
-------
C-164 Supplemental Indenture, dated as of June 1, 1967 - incorporated by
reference to Exhibit 2-D(4), Registration No. 2-61502.
C-165 Supplemental Indenture, dated as of August 1, 1968 - incorporated by
reference to Exhibit 2-D(5), Registration No. 2-61502.
C-166 Supplemental Indenture, dated as of May 1, 1969 - incorporated by
reference to Exhibit 2-D(6), Registration No. 2-61502.
C-167 Supplemental Indenture, dated as of April 1, 1970 - incorporated by
reference to Exhibit 2-D(7), Registration No. 2-61502.
C-168 Supplemental Indenture, dated as of December 1, 1971 - incorporated by
reference to Exhibit 2-D(8), Registration No. 2-61502.
C-169 Supplemental Indenture, dated as of July 1, 1973 - incorporated by
reference to Exhibit 2-D(9), Registration No. 2-61502.
C-170 Supplemental Indenture, dated as of June 1, 1974 - incorporated by
reference to Exhibit 2-D(10), Registration No. 2-61502.
C-171 Supplemental Indenture, dated as of December 1, 1974 - incorporated by
reference to Exhibit 2-D(11), Registration No. 2-61502.
C-172 Supplemental Indenture, dated as of August 1, 1975 - incorporated by
reference to Exhibit 2-D(12), Registration No. 2-61502.
C-173 Supplemental Indenture, dated as of December 1, 1975 - incorporated by
reference to Exhibit 2-D(13), Registration No. 2-61502.
C-174 Supplemental Indenture, dated as of April 1, 1976 - incorporated by
reference to Exhibit 2-D(14), Registration No. 2-61502.
C-175 Supplemental Indenture, dated as of June 1, 1976 - incorporated by
reference to Exhibit 2-D(15), Registration No. 2-61502.
C-176 Supplemental Indenture, dated as of July 1, 1976 - incorporated by
reference to Exhibit 2-D(16), Registration No. 2-61502.
C-177 Supplemental Indenture, dated as of November 1, 1976 - incorporated by
reference to Exhibit 2-D(17), Registration No. 2-61502.
C-178 Supplemental Indenture, dated as of November 30, 1977 - incorporated by
reference to Exhibit 2-D(18), Registration No. 2-61502.
C-179 Supplemental Indenture, dated as of December 1, 1977 - incorporated by
reference to Exhibit 2-D(19), Registration No. 2-61502.
C-180 Supplemental Indenture, dated as of June 1, 1978 - incorporated by
reference to Exhibit 4-A(2), Registration No. 33-49669.
C-181 Supplemental Indenture, dated as of June l, 1979 - incorporated by
reference to Exhibit 4-A(3), Registration No. 33-49669.
100
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Penelec
-------
C-182 Supplemental Indenture, dated as of September 1, 1984 - incorporated by
reference to Exhibit 4-A(4), Registration No. 33-49669.
C-183 Supplemental Indenture, dated as of December 1, 1985 - incorporated by
reference to Exhibit 4-A(5), Registration No. 33-49669.
C-184 Supplemental Indenture, dated as of December 1, 1986, - incorporated by
reference to Exhibit 4-A(6), Registration No. 33-49669.
C-185 Supplemental Indenture, dated as of May 1, 1989 - incorporated by
reference to Exhibit 4-A(7), Registration No. 33-49669.
C-186 Supplemental Indenture, dated as of December 1, 1990 - incorporated by
reference to Exhibit 4-A(8), Registration No. 33-45312.
C-187 Supplemental Indenture, dated as of March 1, 1992 - incorporated by
reference to Exhibit 4-A(9), Registration No. 33-45312.
C-188 Supplemental Indenture, dated as of June 1, 1993 - incorporated by
reference to Exhibit C-73 to GPU, Inc.'s Annual Report on Form U5S for the
year 1993, File No. 30-126.
C-189 Supplemental Indenture, dated as of November 1, 1995 - incorporated by
reference to Exhibit 4-C-11 to GPU, Inc.'s Annual Report on Form 10-K for
the year 1995, File No. 1-6047.
C-190 Supplemental Indenture of Penelec dated August 15, 1996 - incorporated by
reference to Exhibit 4-C-12 to GPU, Inc.'s Annual Report on Form 10-K for
1996, File No. 1-6047.
C-191 Subordinated Debenture Indenture, dated as of July 1, 1994 - incorporated
by reference to Exhibit A-8(a), Certificate Pursuant to Rule 24, File No.
70-8403.
Other
-----
C-192 Incentive Compensation Plan for Elected Officers of Penelec dated February
6, 1997 - incorporated by reference to Exhibit C-191 to GPU, Inc.'s Annual
Report on Form U5S for the year 1996, File No. 30-126.
C-193 Employee Incentive Compensation Plan of Penelec, dated as of April 1, 1995
- incorporated by reference to Exhibit 10-F to GPU, Inc.'s Annual Report
on Form 10-K for the year 1995, File No. 1-6047.
C-194 Penelec Supplemental and Excess Benefits Plan dated June 5, 1997
incorporated by reference to Exhibit 10-M to Penelec's Annual Report on
Form 10-K for the year 1996, File No. 1-3522.
C-195 Amended and Restated Nuclear Material Lease Agreement, dated as of
November 17, 1995, between TMI-1 Fuel Corp. and Penelec - incorporated by
reference to Exhibit B-2(a)(iv), Certificate Pursuant to Rule 24, File No.
70-7862.
101
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Other
-----
C-196 Letter Agreement, dated as of November 17, 1995, from Penelec relating to
Penelec Nuclear Material Lease Agreement - incorporated by reference to
Exhibit B-2(b)(i), Certificate Pursuant to Rule 24, File No. 70-7862.
C-197 Amended and Restated Trust Agreement, dated as of November 17, 1995,
between United States Trust Company of New York, as Owner Trustee, Lord
Fuel Corp., as Trustor and Beneficiary, and Penelec and its affiliates
incorporated by reference to Exhibit B-3(i), Certificate Pursuant to Rule
24, File No. 70-7862.
C-198 Deferred Stock Unit Plan for Outside Directors of GPU, Inc., dated as of
July 1, 1997 - to be filed by amendment to GPU, Inc.'s Annual Report on
Form U5S for the year 1997.
GPU International Group
-----------------------
C-199 Annual Performance Award (APA) Plan of GPU International, Inc. as amended
and restated effective February 6, 1997 - incorporated by reference to
Exhibit C-197 to GPU, Inc.'s Annual Report on Form U5S for the year 1996,
File No. 30-26.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Other
-----
D-1 Tax Allocation Agreement as amended through March 31, 1996 - incorporated
by reference to Exhibit D-1 to GPU, Inc.'s Annual Report on Form U5S for
the year 1995, File No. 30-126.
Tax Allocation Agreement - Amendments thereto through December 30, 1997.
E-1 Venture Disclosures - Licensing of Computer Programs to Nonassociated
Companies.
E-2 Venture Disclosures - Fiber Optic System Lease Agreements with
Nonassociated Companies.
E-3 Venture Disclosures - Services to Non-Affiliated Utilities.
E-4 GPU International, Inc. Annual Report to the SEC on Form U-13-60 for 1997
- to be filed by amendment to GPU, Inc.'s Annual Report on Form U5S for
the year 1997.
E-5 GPU Nuclear, Inc. - Policy for the Purchase of Computers for the Nuclear
Science Degree Program - incorporated by reference to Exhibit E-1 to GPU,
Inc.'s Annual Report on Form U5S for the year 1989, File No. 30-126.
E-6 GPU System Accounting Policy regarding Company Credit Card Agreements,
dated April 20, 1993 - incorporated by reference to Exhibit E-3 to GPU,
Inc.'s Annual Report on Form U5S for the year 1992, File No. 30-126.
E-7 Fiber Optic Cable Lease Agreement, dated as of December 23, 1992, between
GPUS, individually and as agent for JCP&L and Met-Ed, and MCI
Telecommunications Corporation - incorporated by reference to Exhibit B,
Amendment No. 3 to Application on Form U-1, File No. 70-7850.
E-8 First Amendment to Fiber Optic Cable Lease Agreement, dated as of
September 23, 1994, between GPUS, individually and as agent for JCP&L and
Met-Ed, and MCI Telecommunications Corporation - filed pursuant to request
for confidential treatment.
102
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Schedules Supporting Items of This Report
- -----------------------------------------
F-1 Item 6. Part III - Compensation and other related information for the
Officers and Directors of GPU, JCP&L, Met-Ed and Penelec.
F-2 Consolidating Financial Statements of Jersey Central Power & Light Company
for 1997.
Consolidating Financial Statements of Metropolitan Edison Company for
1997.
Consolidating Financial Statements of Pennsylvania Electric Company for
1997.
G-1 Financial Data Schedule (for EDGAR filing only).
GPU, Inc. and Subsidiary Companies
Jersey Central Power & Light Company and Subsidiary Company
Metropolitan Edison Company and Subsidiary Companies
Pennsylvania Electric Company and Subsidiary Companies
H-1 Organizational chart showing the relationship of GPU International, Inc.
to each exempt wholesale generator (EWG) in which it holds an interest.
Organizational chart showing the relationship of GPU Power, Inc. to each
exempt wholesale generator (EWG) in which it holds an interest.
Organizational chart showing the relationship of GPU Electric, Inc. to
each foreign utility company (FUCO) in which it holds an interest.
103
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued):
Exhibits
- --------
Schedules Supporting Items of This Report
- -----------------------------------------
I-1 Consolidating Financial Statements of GPU International, Inc. for 1997 -
filed pursuant to request for confidential treatment.
Consolidating Financial Statements of GPU Power, Inc. for 1997 - filed
pursuant to request for confidential treatment.
Consolidating Financial Statements of GPU Electric, Inc. for 1997 - filed
pursuant to request for confidential treatment.
Financial Statements of Brooklyn Energy Limited Partnership for 1997 have
been omitted since as of December 31, 1997, GPU International, Inc. reduced
its investment in the project to zero through the recording of equity
losses.
Financial Statements of EI Services Canada, Ltd. for 1997 - filed pursuant
to request for confidential treatment.
Financial Statements of Selkirk Cogeneration Partners Limited Partnership
for 1997 - incorporated by reference to Selkirk Cogeneration Partners
Limited Partnership Annual Report on Form 10-K for the year 1997, File No.
33-83618-01.
Financial Statements of Termobarranquilla S.A. for 1997 - filed pursuant to
request for confidential treatment.
Financial Statements of Los Amigos Leasing Company, Ltd. for 1997 - filed
pursuant to request for confidential treatment.
Financial Statements of Solaris Power for 1997 - filed pursuant to request
for confidential treatment.
Consolidating Financial Statements of EI UK Holdings, Inc. for 1997 - filed
pursuant to request for confidential treatment.
Schedule XIV - Notes to Financial Statements and Schedule of Account 923
Outside Services Employed of GPU International, Inc.'s Annual Report to the
SEC on Form U-13-60 for 1997 - filed pursuant to request for confidential
treatment.
104
<PAGE>
SIGNATURE
The undersigned system company has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company Act of 1935.
GPU, INC.
April 30, 1998
By /s/ F. A. Donofrio
----------------------------------------
F. A. Donofrio, Vice President,
Comptroller and Chief Accounting Officer
105
Exhibits to be filed with the 1997 U5S
B-12 Amended By-Laws of GPUS, dated as of December 19, 1997.
B-15 Certificate of Incorporation of GPU Energy Services, Inc., dated as of
September 13, 1996.
B-16 Certificate of Amendment of Certificate of Incorporation of GPU Energy
Services, Inc., dated as of January 15, 1997 to change the name of the
company to GPU Advanced Resources, Inc.
B-17 By-Laws of GPU Advanced Resources, Inc. dated as of March 6, 1997.
B-18 Certificate of Incorporation of GPU Telcom Services, Inc., dated as of
September 13, 1996.
B-19 By-Laws of GPU Telcom Services, Inc., dated as of March 6, 1997.
B-35 Amended By-Laws of Met-Ed, dated as of May 22, 1997.
B-190Certificate of Registration and Change of Name of Australian Transmission
Corporation Pty. Ltd. to GPU PowerNet Pty. Ltd., effective October 30,
1997.
C-5 Incentive Compensation Plan for Elected Officers of GPU Service, Inc., as
amended and restated April 20, 1998.
D-1 Tax Allocation Agreement as amended through March 31, 1996 - incorporated
by reference to Exhibit D-1 to GPU, Inc.'s Annual Report on Form U5S for
the year 1995, File No. 30-126.
Tax Allocation Agreement - Amendments thereto through December 31, 1996 -
incorporated by reference to Exhibit D-1 to GPU, Inc.'s Annual Report on
Form U5S for the year 1996, File No. 30-126.
Tax Allocation Agreement - Amendments thereto through December 31, 1997.
E-1 Venture Disclosures - Licensing of Computer Programs to Nonassociated
Companies.
E-2 Venture Disclosures - Fiber Optic System Lease Agreements with
Nonassociated Companies.
E-3 Venture Disclosures - Services to Non-Affiliated Utilities.
<PAGE>
Exhibits to be filed with the 1997 U5S
F-1 Item 6. Part III - Compensation and other related information for the
Officers and Directors of GPU, JCP&L, Met-Ed and Penelec.
F-2 Consolidating Financial Statements of Jersey Central Power & Light Company
for 1997.
Consolidating Financial Statements of Metropolitan Edison Company for 1997.
Consolidating Financial Statements of Pennsylvania Electric Company for
1997.
G-1 Financial Data Schedule (for EDGAR filing only).
GPU, Inc. and Subsidiary Companies
Jersey Central Power & Light Company and Subsidiary Company
Metropolitan Edison Company and Subsidiary Companies
Pennsylvania Electric Company and Subsidiary Companies
H-1 Organizational chart showing the relationship of GPU International, Inc. to
each exempt wholesale generator (EWG) in
which it holds an interest.
Organizational chart showing the relationship of GPU Power, Inc. to each
exempt wholesale generator (EWG) in which it holds an interest.
Organizational chart showing the relationship of GPU Electric, Inc. to each
foreign utility company (FUCO) in which it holds an interest.
EXHIBIT B-12
GPU SERVICE, INC.
-----------------
By-Laws
(As Amended December 19, 1997)
-----------------
<PAGE>
(As Amended December 19, 1997)
GPU SERVICE, INC.
BY-LAWS
Offices
-------
1. The principal office of the Corporation shall be in the County of
Morris, State of New Jersey. The Corporation may also have offices at such other
places as the Board of Directors may from time to time designate or the business
of the Corporation may require.
Seal
----
2. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Pennsylvania". If authorized by the Board of Directors, the corporate seal may
be affixed to any certificates of stock, bonds, debentures, notes or other
engraved, lithographed or printed instruments, by engraving, lithographing or
printing thereon such seal or a facsimile thereof, and such seal or facsimile
thereof so engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been affixed thereto
by indentation.
Stockholders' Meetings
----------------------
3. All meetings of stockholders shall be held at the principal office of
the Corporation or at such other place as shall be stated in the notice of the
meeting. Such meetings shall be presided over by the chief executive officer of
the Corporation or, in his absence, by such other officer as shall have been
designated for the purpose by the Board of Directors, except when by statute the
election of a presiding officer is required.
4. Annual meetings of stockholders shall be held during the month of May
in each year on such day and at such time as shall be determined by the Board of
Directors and specified in the notice of the meeting. At the annual meeting, the
stockholders entitled to vote shall elect by ballot a Board of Directors and
transact such other business as may properly be brought before
<PAGE>
the meeting. Prior to any meeting of stockholders at which an election of
directors is to be held, the Board of Directors shall appoint one judge of
election to serve at such meeting. If there be a failure to appoint a judge or
if such judge be absent or refuse to act or if his office becomes vacant, the
stockholders present at the meeting, by a per capita vote, shall choose
temporary judges of the number required. No director or officer of the
Corporation shall be eligible to appointment or election as a judge.
5. Except as otherwise provided by law or by the Articles of
Incorporation, as amended, the holders of a majority of the shares of stock of
the Corporation issued and outstanding and entitled to vote, present in person
or by proxy, shall be requisite for, and shall constitute a quorum at, any
meeting of the stockholders. If, however, the holders of a majority of such
shares of stock shall not be present or represented by proxy at any such
meeting, the stockholders entitled to vote thereat, present in person or by
proxy, shall have power, by vote of the holders of a majority of the shares of
capital stock present or represented at the meeting, to adjourn the meeting from
time to time without notice other than announcement at the meeting, until the
holders of the amount of stock requisite to constitute a quorum, as aforesaid,
shall be present in person or by proxy. At any adjourned meeting at which such
quorum shall be present, in person or by proxy, any business may be transacted
which might have been transacted at the meeting as originally noticed.
6. At each meeting of stockholders each holder of record of shares of
capital stock then entitled to vote shall be entitled to vote in person, or by
proxy appointed by instrument executed in writing by such stockholder or by his
duly authorized attorney; but no proxy shall be valid after the expiration of
eleven months from the date of its execution unless the stockholder executing it
shall have specified therein the length of time it is to continue in force,
which shall be for some specified period. At all elections of directors each
holder of record of shares of capital stock then entitled to vote, shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision) he would be entitled to cast for the election of directors with
respect to his shares of stock multiplied by the number of directors to be
elected, and he may cast all such votes for a single director or may distribute
them among the number to be voted for, or any two or more of them, as he may see
fit. Except as otherwise provided by law or by the Articles of Incorporation, as
amended, each holder of record of shares of capital stock entitled to vote at
any meeting of
2
<PAGE>
stockholders shall be entitled to one vote for every share of capital stock
standing in his name on the books of the Corporation. Shares of capital stock of
the Corporation, belonging to the Corporation or to a corporation controlled by
the Corporation through stock ownership or through majority representation on
the board of directors thereof, shall not be voted. All elections shall be
determined by a plurality vote, and, except as otherwise provided by law or by
the Articles of Incorporation, as amended, all other matters shall be determined
by a vote of the holders of a majority of the shares of the capital stock
present or represented at a meeting and voting on such questions.
7. A complete list of the stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order, with the residence of each, and
the number of shares held by each, shall be prepared by the Secretary and filed
in the principal office of the Corporation at least fifteen days before the
meeting, and shall be open to the examination of any stockholder at all times
prior to such meeting, during the usual hours for business, and shall be
available at the time and place of such meeting and open to the examination of
any stockholder.
8. Special meetings of the stockholders for any purpose or purposes,
unless otherwise prescribed by law, may be called by the Chairman or by the
President, and shall be called by the chief executive officer or Secretary at
the request in writing of any three members of the Board of Directors, or at the
request in writing of holders of record of ten percent of the shares of capital
stock of the Corporation issued and outstanding. Business transacted at all
special meetings of the stockholders shall be confined to the purposes stated in
the call.
9. (a) Notice of every meeting of stockholders, setting forth the time
and the place and briefly the purpose or purposes thereof, shall be mailed, not
less than ten nor more than fifty days prior to such meeting, to each
stockholder of record (at his address appearing on the stock books of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be mailed to some other address,
in which case it shall be mailed to the address designated in such request) as
of a date fixed by the Board of Directors pursuant to Section 41 of the By-Laws.
Except as otherwise provided by law, by the Articles of Incorporation, as
amended, or by the By-Laws, items of business, in addition to those specified in
the notice of meeting, may be transacted at the annual meeting.
3
<PAGE>
(b) Whenever by any provision of law, the vote of stockholders at
a meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken, and all such consents shall be filed with the Secretary of the
Corporation. However, this section shall not be construed to alter or modify any
provision of law or of the Articles of Incorporation under which the written
consent of the holders of less than all outstanding shares is sufficient for
corporate action.
Directors
---------
10. The business and affairs of the Corporation shall be managed by its
Board of Directors, or under the direction of the Board of Directors, which
shall consist of not less than three nor more than nine directors as shall be
fixed from time to time by a resolution adopted by a majority of the entire
Board of Directors, or by the consent of the shareholders, provided, however,
that no decrease in the number of directors constituting the entire Board of
Directors shall shorten the term of any incumbent director. Each director shall
be at least twenty-one years of age. Directors need not be stockholders of the
Corporation. Directors shall be elected at the annual meeting of stockholders,
or, if any such election shall not be held, at a stockholders' meeting called
and held in accordance with the provisions of the Business Corporation Law of
the Commonwealth of Pennsylvania. Each director shall serve until the next
annual meeting of stockholders and thereafter until his successor shall have
been elected and shall qualify.
11. In addition to the powers and authority by the By-Laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation, as amended, or by the By-Laws directed or required to
be exercised or done by the stockholders.
12. Unless otherwise required by law, in the absence of fraud no contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for such reason, or solely because the director
4
<PAGE>
or officer is present at or participates in the meeting of the Board of
Directors which authorize the contract or transaction, or solely because his
votes are counted for such purpose if:
(a) The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors, and
the Board in good faith authorizes the contract or transaction by a
vote sufficient for such purposes without counting the vote of the
interested director or directors; or
(b) The material facts as to his interest and as to the contract or
transaction are disclosed or known to the stockholders entitled to
vote thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified by the Board of
Directors or the stockholders.
No director or officer shall be liable to account to the Corporation for
any profit realized by him from or through any such contract or transaction of
the Corporation by reason of his interest as aforesaid in such contract or
transaction if such contract or transaction shall be authorized, approved or
ratified as aforesaid.
No contract or other transaction between the Corporation and any of its
affiliates shall in any case be void or voidable or otherwise affected because
of the fact that directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or officer, because of
such relation, be deemed interested in such contract or other transaction under
any of the provisions of this Section 12, nor shall any such director be liable
to account because of such relation. For the purpose of this Section 12, the
term "affiliate" shall mean any corporation which is an "affiliate" of the
Corporation within the meaning of the Public Utility Holding Company Act of
1935, as said Act shall at the time be in effect.
Nothing herein shall create liability in any of the events described in
this Section 12 or prevent the authorization, ratification or approval, in any
other manner provided by law, of any contract or transaction described in this
Section 12.
5
<PAGE>
Meetings of the Board of Directors
----------------------------------
13. The first meeting of the Board of Directors, for the purpose of
organization, the election of officers, and the transaction of any other
business which may come before the meeting, shall be held on call of the
Chairman within one week after the annual meeting of stockholders. If the
Chairman shall fail to call such meeting, it may be called by the President or
by any director. Notice of such meeting shall be given in the manner prescribed
for Special Meetings of the Board of Directors.
14. Regular meetings of the Board of Directors may be held without notice
except for the purpose of taking action on matters as to which notice is in the
By-Laws required to be given, at such time and place as shall from time to time
be designated by the Board, but in any event at intervals of not more than three
months. Special meetings of the Board of Directors may be called by the Chairman
or by the President or in the absence or disability of the Chairman and the
President, by a Vice President, or by any two directors, and may be held at the
time and place designated in the call and notice of the meeting.
15. Except as otherwise provided by the By-Laws, any item or business may
be transacted at any meeting of the Board of Directors, whether or not such item
of business shall have been specified in the notice of meeting. Where notice of
any meeting of the Board of Directors is required to be given by the By-Laws,
the Secretary or other officer performing his duties shall give notice either
personally or by telephone or telegraph at least twenty-four hours before the
meeting, or by mail at least three days before the meeting. Meetings may be held
at any time and place without notice if all the directors are present or if
those not present waive notice in writing either before or after the meeting.
16. At all meetings of the Board of Directors a majority of the directors
in office shall be requisite for, and shall constitute, a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or by the
Articles of Incorporation, as amended, or by the By-Laws.
17. Any regular or special meeting may be adjourned to any time or place
by a majority of the directors present at the meeting, whether or not a quorum
shall be present at such meeting, and no notice of the adjourned meeting shall
be required other than announcement at the meeting.
6
<PAGE>
Committees
----------
18. The Board of Directors may, by the vote of a majority of the directors
in office, create an Executive Committee, consisting of two or more members, of
whom one shall be the chief executive officer of the Corporation. The other
members of the Executive Committee shall be designated by the Board of Directors
from their number, shall hold office for such period as the Board of Directors
shall determine and may be removed at any time by the Board of Directors. When a
member of the Executive Committee ceases to be a director, he shall cease to be
a member of the Executive Committee. The Executive Committee shall have all the
powers specifically granted to it by the By-Laws and, between meetings of the
Board of Directors, may also exercise all the powers of the Board of Directors
except such powers as the Board of Directors may exercise by virtue of Section
11 of the By-Laws. The Executive Committee shall have no power to revoke any
action taken by the Board of Directors, and shall be subject to any restriction
imposed by law, by the By-Laws, or by the Board of Directors.
19. The Executive Committee shall cause to be kept regular minutes of its
proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and the action of the Executive
Committee shall be subject to revision or alteration by the Board of Directors,
provided that no rights which, in the absence of such revision or alteration,
third persons would have had shall be affected by such revision or alteration. A
majority of the Executive Committee shall constitute a quorum at any meeting.
The Board of Directors may by vote of a majority of the total number of
directors provided for in Section 10 of the By-Laws fill any vacancies in the
Executive Committee. The Executive Committee shall designate one of its number
as Chairman of the Executive Committee and may, from time to time, prescribe
rules and regulations for the calling and conduct of meetings of the Committee,
and other matters relating to its procedure and the exercise of its powers.
20. From time to time the Board of Directors may appoint any other
committee or committees for any purpose or purposes, which committee or
committees shall have such powers and such tenure of office as shall be
specified in the resolution of appointment. The chief executive officer of the
Corporation shall be a member ex officio of all committees of the Board.
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Compensation and Reimbursement of Directors and Members of the
- --------------------------------------------------------------
Executive Committee
- -------------------
21. Directors, other than salaried officers of the Corporation or its
affiliates, shall receive compensation and benefits for their services as
directors, at such rate or under such conditions as shall be fixed from time to
time by the Board, and all directors shall be reimbursed for their reasonable
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors.
22. Directors, other than salaried officers of the Corporation or its
affiliates, who are members of any committee of the Board shall receive
compensation for their services as such members as shall be fixed from time to
time by the Board, and shall be reimbursed for their reasonable expenses, if
any, in attending meetings of the Executive Committee or such other Committees
of the Board and of otherwise performing their duties as members of such
Committees.
Officers
--------
23. The officers of the Corporation shall be chosen by vote of a majority
of the directors in office and shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may include a Chairman, a President
- - Fossil Generation, a Comptroller, one or more Assistant Secretaries, one or
more Assistant Treasurers, and one or more Assistant Comptrollers. If a Chairman
shall be chosen, the Board of Directors shall designate either the Chairman or
the President as chief executive officer of the Corporation. If a Chairman shall
not be chosen, the President shall be the chief executive officer of the
Corporation. The Chairman and a President who is designated chief executive
officer of the Corporation shall be chosen from among the directors. A President
who is not chief executive officer of the Corporation and none of the other
officers need be a director. If a Comptroller shall not be chosen, the Board of
Directors shall designate another officer as principal accounting officer of the
Corporation who in his capacity as such shall have the duties and
responsibilities set forth in Section 33 hereof. Any two offices may be occupied
and the duties thereof may be performed by one person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity.
8
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24. The salaries and other compensation of the officers of the Corporation
shall be determined from time to time by the chief executive officer, subject,
in the case of those officers who are also officers of General Public Utilities
Corporation, to the concurrence of the Board of Directors of that Corporation.
25. The Board of Directors may appoint such officers and such
representatives or agents as shall be deemed necessary, who shall hold office
for such terms, exercise such powers, and perform such duties as shall be
determined from time to time by the Board of Directors.
26. The salary or other compensation of all employees other than officers
of the Corporation shall be fixed by the chief executive officer of the
Corporation or by such other officer as shall be designated for that purpose by
the Board of Directors.
27. The officers of the Corporation shall hold office until the first
meeting of the Board of Directors after the next succeeding annual meeting of
stockholders and until their respective successors are chosen and qualify. Any
officer elected pursuant to Section 23 of the By-Laws may be removed at any
time, with or without cause, by the vote of a majority of the directors in
office. Any other officer and any representative, employee or agent of the
Corporation may be removed at any time, with or without cause, by action of the
Board of Directors, or, in the absence of action by the Board of Directors, by
the Executive Committee, or the chief executive officer of the Corporation, or
such other officer as shall have been designated for that purpose by the chief
executive officer of the Corporation.
The Chairman
------------
28. (a) If a Chairman shall be chosen by the Board of Directors, he shall
preside at all meetings of the Board at which he shall be present.
(b) If a Chairman shall be chosen by the Board of Directors and if he
shall be designated by the Board as chief executive officer of the Corporation,
(i) he shall have supervision, direction and control of the
conduct of the business of the Corporation, subject, however, to
the control of the Board of Directors and the Executive Committee,
if there be one;
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(ii) he may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the business of the
Corporation;
(iii) he may, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of
the Corporation at all meetings of stockholders of any corporation
in which the Corporation holds stock and grant any consent,
waiver, or power of attorney in respect of such stock;
(iv) he shall, whenever it may in his opinion be necessary or
appropriate, prescribe the duties of officers and employees of the
Corporation whose duties are not otherwise defined; and
(v) he shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
(c) If a Chairman shall be chosen by the Board of Directors and if he
shall not be designated by the Board as chief executive officer of the
Corporation,
(i) he may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the business of the
Corporation;
(ii) he shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
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The President
-------------
29. (a) If a Chairman shall not be chosen by the Board of Directors, the
President shall preside at all meetings of the Board at which he shall be
present.
(b) If the President shall be designated by the Board of Directors as
chief executive officer of the Corporation,
(i) he shall have supervision, direction and control of the
conduct of the business of the Corporation, subject, however, to
the control of the Board of Directors and the Executive Committee
if there be one;
(ii) he may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements, or
other instruments of any nature pertaining to the business of the
Corporation;
(iii) he may, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of
the Corporation at all meetings of the stockholders of any
corporation in which the Corporation holds stock and grant any
consent, waiver, or power of attorney in respect of such stock;
(iv) he shall, whenever it may in his opinion be necessary or
appropriate, prescribe the duties of officers and employees of the
Corporation whose duties are not otherwise defined; and
(v) he shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
(c) If the Chairman shall be designated by the Board of Directors as
chief executive officer of the Corporation, the President,
(i) shall be the chief operating officer of the Corporation;
11
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(ii) shall have supervision, direction and control of the conduct
of the business of the Corporation, in the absence or disability
of the Chairman, subject, however, to the control of the Board of
Directors and the Executive Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation, and, when authorized by the Board of Directors or the
Executive Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements or
other instruments of any nature pertaining to the business of the
Corporation;
(iv) at the request or in the absence or disability of the
Chairman, may, unless otherwise directed by the Board of Directors
pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote on behalf of
the Corporation at all meetings of the stockholders of any
corporation in which the Corporation holds stock and grant any
consent, waiver, or power of attorney in respect of such stock;
(v) at the request or in the absence or disability of the
Chairman, whenever in his opinion it may be necessary or
appropriate, shall prescribe the duties of officers and employees
of the Corporation whose duties are not otherwise defined; and
(vi) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
The President - Fossil Generation
---------------------------------
29A. The President - Fossil Generation
(i) shall be the chief operating officer of the Fossil Generation
Division of the Corporation;
(ii) shall have supervision, direction and control of the conduct
of the business of the Fossil Generation Division of the Corporation,
subject, however, to the control of the President, the Board of Directors
and the Executive Committee, if there be one;
12
<PAGE>
(iii) may sign in the name and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Fossil Generation
Division of the Corporation, and, when authorized to do so by the
President, the Board of Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the Fossil Generation Division
of the Corporation any and all contracts, agreements or other instruments
of any nature pertaining to the business of the Fossil Generation Division
of the Corporation; and
(iv) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by the
Board of Directors.
Vice President
--------------
30. (a) The Vice President shall, in the absence or disability of the
President, if the President has been designated chief executive officer of the
Corporation or if the President is acting pursuant to the provisions of
Subsection 29 (c) (ii) of the By-Laws, have supervision, direction and control
of the conduct of the business of the Corporation, subject, however, to the
control of the Directors and the Executive Committee, if there be one.
(b) He may sign in the name of and on behalf of the Corporation any
and all contracts, agreements or other instruments pertaining to matters which
arise in the ordinary course of business of the Corporation, and, when
authorized by the Board of Directors or the Executive Committee, if there be
one, except in cases where the signing thereof shall be expressly delegated by
the Board of Directors or the Executive Committee to some other officer or agent
of the Corporation.
(c) He may, if the President has been designated chief executive
officer of the Corporation or if the President is acting pursuant to the
provisions of Subsection 29 (c) (ii) of the By-Laws, at the request or in the
absence or disability of the President or in case of the failure of the
President to appoint a substitute or proxy as provided in Subsections 29 (b)
(iii) and 29 (c) (iv) of the By-Laws, unless otherwise directed by the Board of
Directors pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote in behalf of the
Corporation at all meetings of the
13
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stockholders of any corporation in which the Corporation holds stock and grant
any consent, waiver or power of attorney in respect of such stock.
(d) He shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by the Board of
Directors.
(e) If there be more than one Vice President, the Board of Directors
may designate one or more of such Vice Presidents as an Executive Vice
President. The Board of Directors may assign to such Vice Presidents their
respective duties and may, if the President has been designated chief executive
officer of the Corporation or if the President is acting pursuant to the
provisions of Subsection 29 (c) (ii) of the By-Laws, designate the order in
which the respective Vice Presidents shall have supervision, direction and
control of the business of the Corporation in the absence or disability of the
President.
The Secretary
-------------
31. (a) The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose; and he shall perform like
duties for the Executive Committee and any other committees created by the Board
of Directors.
(b) He shall give, or cause to be given, notice of all meetings of the
stockholders, the Board of Directors, or the Executive Committee of which notice
is required to be given by law or by the By-Laws.
(c) He shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or the Board of
Directors.
(d) Any records kept by the Secretary shall be the property of the
Corporation and shall be restored to the Corporation in case of his death,
resignation, retirement or removal from office.
(e) He shall be the custodian of the seal of the Corporation and,
pursuant to Section 45 of the By-Laws and in other instances where the execution
of documents in behalf of the Corporation is authorized by the By-Laws or by the
Board of
14
<PAGE>
Directors, may affix the seal to all instruments requiring it and attest the
ensealing and the execution of such instruments.
(f) He shall have control of the stock ledger, stock certificate book
and all books containing minutes of any meeting of the stockholders, Board of
Directors, or Executive Committee or other committee created by the Board of
Directors, and of all formal records and documents relating to the corporate
affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of his duties, shall exercise his powers and duties
at his request or in his absence or disability, and shall exercise such other
powers and duties as may be prescribed by the Board of Directors.
The Treasurer
-------------
32. (a) The Treasurer shall be responsible for the safekeeping of the
corporate funds and securities of the Corporation, and shall maintain and keep
in his custody full and accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and other funds of
the Corporation in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation in such manner as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements.
(c) Pursuant to Section 45 of the By-Laws, he may, when authorized by
the Board of Directors, affix the seal to all instruments requiring it and shall
attest the ensealing and execution of said instruments.
(d) He shall exhibit at all reasonable times his accounts and records
to any director of the Corporation upon application during business hours at the
office of the Corporation where such accounts and records are kept.
(e) He shall render an account of all his transactions as Treasurer at
all regular meetings of the Board of Directors, or whenever the Board may
require it, and at such other times as may be requested by the Board or by any
director of the Corporation.
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<PAGE>
(f) If required by the Board of Directors, he shall give the
Corporation a bond, the premium on which shall be paid by the Corporation, in
such form and amount and with such surety or sureties as shall be satisfactory
to the Board, for the faithful performance of the duties of his office, and for
the restoration to the Corporation in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
Corporation.
(g) He shall perform all duties generally incident to the office of
Treasurer, and shall have other powers and duties as from time to time may be
prescribed by law, by the By-Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of his duties, shall exercise his powers and duties
at his request or in his absence or disability, and shall exercise such other
powers and duties as may be prescribed by the Board of Directors. If required by
the Board of Directors, any Assistant Treasurer shall give the Corporation a
bond, the premium on which shall be paid by the Corporation, similar to that
which may be required to be given by the Treasurer.
Comptroller
-----------
33. (a) The Comptroller of the Corporation shall be the principal
accounting officer of the Corporation and shall be accountable and report
directly to the Board of Directors. If required by the Board of Directors, the
Comptroller shall give the Corporation a bond, the premium on which shall be
paid by the Corporation in such form and amount and with such surety or sureties
as shall be satisfactory to the Board, for the faithful performance of the
duties of his office.
(b) He shall keep or cause to be kept full and complete books of
account of all operations of the Corporation and of its assets and liabilities.
(c) He shall have custody of all accounting records of the Corporation
other than the record of receipts and disbursements and those relating to the
deposit or custody of money or securities of the Corporation, which shall be in
the custody of the Treasurer.
16
<PAGE>
(d) He shall exhibit at all reasonable times his books of account and
records to any director of the Corporation upon application during business
hours at the office of the Corporation where such books of account and records
are kept.
(e) He shall render reports of the operations and business and of the
condition of the finances of the Corporation at regular meetings of the Board of
Directors, and at such other times as he may be requested by the Board or by any
director of the Corporation, and shall render a full financial report at the
annual meeting of the stockholders, if called upon to do so.
(f) He shall receive and keep in his custody an original copy of each
written contract made by or on behalf of the Corporation.
(g) He shall receive periodic reports from the Treasurer of the
Corporation of all receipts and disbursements, and shall see that correct
vouchers are taken for all disbursements for any purpose.
(h) He shall perform all duties generally incident to the office of
Comptroller, and shall have such other powers and duties as from time to time
may be prescribed by law, by the By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant Comptrollers shall assist
the Comptroller in the performance of his duties, shall exercise his powers and
duties at his request or in his absence or disability and shall exercise such
other powers and duties as may be conferred or required by the Board of
Directors. If required by the Board of Directors, any Assistant Comptroller
shall give the Corporation a bond, the premium on which shall be paid by the
Corporation, similar to that which may be required to be given by the
Comptroller.
Vacancies
---------
34. If the office of any director becomes vacant by reason of death,
resignation, retirement, disqualification, or otherwise, the remaining
directors, by the vote of a majority of those then in office, at a meeting, the
notice of which shall have specified the filling of such vacancy as one of its
purposes, may choose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurs. If the office of any officer of the
Corporation shall become vacant for any reason,
17
<PAGE>
the Board of Directors, at a meeting, the notice of which shall have specified
the filling of such vacancy as one of its purposes, may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred. Pending action by the Board of Directors at such meeting, the Board of
Directors or the Executive Committee may choose a successor temporarily to serve
as an officer of the Corporation.
Resignations
------------
35. Any officer or any director of the Corporation may resign at any time,
such resignation to be made in writing and transmitted to the Secretary. Such
resignation shall take effect from the time of its acceptance, unless some time
be fixed in the resignation, and then from that time. Nothing herein shall be
deemed to relieve any officer from liability for breach of any contract of
employment resulting from any such resignation.
Duties of Officers May be Delegated
-----------------------------------
36. In case of the absence or disability of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient,
the Board, by vote of a majority of the total number of directors provided for
in Section 10 of the By-Laws may, notwithstanding any other provisions of the
By-Laws, delegate or assign, for the time being, the powers or duties, or any of
them, of such officer to any other officer or to any director.
Indemnification of Directors, Officers and Employees
----------------------------------------------------
37. (a) A director shall not be personally liable for monetary damages as
such for any action taken, or any failure to take any action, on or after
January 27, 1987 unless the director has breached or failed to perform the
duties of his office under Section 8363 of the Pennsylvania Directors Liability
Act, and the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. The provisions of this subsection (a) shall not
apply to the responsibility or liability of a director pursuant to any criminal
statute, or the liability of a director for the payment of taxes pursuant to
local, state or Federal law.
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil,
18
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criminal, administrative or investigative, whether formal or informal, and
whether brought by or in the right of the Corporation or otherwise, by reason of
the fact that he was a director, officer or employee of the Corporation (and may
indemnify any person who was an agent of the Corporation), or a person serving
at the request of the Corporation as a director, officer, partner, fiduciary or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, to the fullest extent permitted by law,
including without limitation indemnification against expenses (including
attorneys' fees and disbursements), damages, punitive damages, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding unless the act or failure to
act giving rise to the claim for indemnification is finally determined by a
court to have constituted willful misconduct or recklessness.
(c) The Corporation shall pay the expenses (including attorneys' fees
and disbursements) actually and reasonably incurred in defending a civil or
criminal action, suit or proceeding on behalf of any person entitled to
indemnification under subsection (b) in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation, and may pay such expenses in advance on
behalf of any agent on receipt of a similar undertaking. The financial ability
of such person to make such repayment shall not be a prerequisite to the making
of an advance.
(d) For purposes of this Section:
(i) the Corporation shall be deemed to have requested an officer,
director, employee or agent to serve as fiduciary with respect to
an employee benefit plan where the performance by such person of
duties to the Corporation also imposes duties on, or otherwise
involves services by, such person as a fiduciary with respect to
the plan;
(ii) excise taxes assessed with respect to any transaction with an
employee benefit plan shall be deemed "fines"; and
19
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(iii) action taken or omitted by such person with respect to an
employee benefit plan in the performance of duties for a purpose
reasonably believed to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.
(e) To further effect, satisfy or secure the indemnification
obligations provided herein or otherwise, the Corporation may maintain
insurance, obtain a letter of credit, act as self-insurer, create a reserve,
trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of the Corporation, or use any other mechanism or arrangement
whatsoever in such amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate.
(f) All rights of indemnification under this Section shall be deemed a
contract between the Corporation and the person entitled to indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally bound. Any repeal, amendment or modification hereof shall be
prospective only and shall not limit, but may expand, any rights or obligations
in respect of any proceeding whether commenced prior to or after such change to
the extent such proceeding pertains to actions or failures to act occurring
prior to such change.
(g) The indemnification, as authorized by this Section, shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action in an
official capacity and as to action in any other capacity while holding such
office. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs, executors and administrators
of such person.
Stock of Other Corporations
---------------------------
38. The Board of Directors may authorize any director, officer or other
person on behalf of the Corporation to attend,
20
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act and vote at meetings of the stockholders of any corporation in which the
Corporation shall hold stock, and to exercise thereat any and all of the rights
and powers incident to the ownership of such stock and to execute waivers of
notice of such meetings and calls therefor.
Certificates of Stock
---------------------
39. The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and may include his address. No
fractional shares of stock shall be issued. Certificates of stock shall be
signed by the Chairman, President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be
sealed with the seal of the Corporation. Where any certificate of stock is
signed by a transfer agent or transfer clerk, who may but need not be an officer
or employee of the Corporation, and by a registrar, the signatures of any such
Chairman, President, Vice President, Secretary, Assistant Secretary, Treasurer,
or Assistant Treasurer upon such certificate may be facsimiles, engraved or
printed. In case any such officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such before such
certificate of stock is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the date of its
issue.
Transfer of Stock
-----------------
40. Transfers of stock shall be made on the books of the Corporation only
by the person named in the certificate or by attorney, lawfully constituted in
writing, and upon surrender of the certificate therefor.
Fixing of Record Date
---------------------
41. The Board of Directors is hereby authorized to fix a time, not
exceeding fifty (50) days preceding the date of any meeting of stockholders or
the date fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of capital stock, as
a record time for the determination of the stockholders entitled to notice of
and to vote at such meeting or entitled to receive any such dividend,
distribution, rights or interests, as the case may be;
21
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and all persons who are holders of record of capital stock at the time so fixed
and no others, shall be entitled to notice of and to vote at such meeting, and
only stockholders of record at such time shall be entitled to receive any such
notice, dividend, distribution, rights or interests.
Registered Stockholders
-----------------------
42. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by statutes of the Commonwealth
of Pennsylvania.
Lost Certificates
-----------------
43. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, whereupon a new certificate
may be issued of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed; provided, however, that the Board of Directors
may require, as a condition to the issuance of a new certificate, the payment of
the reasonable expenses of such issuance or the furnishing of a bond of
indemnity in such form and amount and with such surety or sureties, or without
surety, as the Board of Directors shall determine, or both the payment of such
expenses and the furnishing of such bond, and may also require the advertisement
of such loss in such manner as the Board of Directors may prescribe.
Inspection of Books
-------------------
44. The Board of Directors may determine whether and to what extent, and
at what time and places and under what conditions and regulations, the accounts
and books of the Corporation (other than the books required by statute to be
open to the inspection of stockholders), or any of them, shall be open to the
inspection of stockholders, and no stockholder shall have any right to inspect
any account or book or document of the Corporation, except as such right may be
conferred by statutes of the Commonwealth of Pennsylvania or by the By-Laws or
by resolution of the Board of Directors or of the stockholders.
22
<PAGE>
Checks, Notes, Bonds and Other Instruments
------------------------------------------
45. (a) All checks or demands for money and notes of the Corporation shall
be signed by such person or persons (who may but need not be an officer or
officers of the Corporation) as the Board of Directors may from time to time
designate, either directly or through such officers of the Corporation as shall,
by resolution of the Board of Directors, be authorized to designate such person
or persons. If authorized by the Board of Directors, the signatures of such
persons, or any of them, upon any checks for the payment of money may be made by
engraving, lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect as if such
persons had actually signed the same.
(b) All bonds, mortgages and other instruments requiring a seal, when
required in connection with matters which arise in the ordinary course of
business or when authorized by the Board of Directors, shall be executed on
behalf of the Corporation by the Chairman or the President or a Vice President,
and the seal of the Corporation shall be thereupon affixed by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer, who shall,
when required, attest the ensealing and execution of said instrument. If
authorized by the Board of Directors, a facsimile of the seal may be employed
and such facsimile of the seal may be engraved, lithographed or printed and
shall have the same force and effect as an impressed seal. If authorized by the
Board of Directors, the signatures of the Chairman or the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer upon any engraved, lithographed or printed bonds,
debentures, notes or other instruments may be made by engraving, lithographing
or printing thereon a facsimile of such signatures, in lieu of actual
signatures, and such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such officers had actually
signed the same. In case any officer who has signed, or whose facsimile
signature appears on, any such bonds, debentures, notes or other instruments
shall cease to be such officer before such bonds, debentures, notes or other
instruments shall have been delivered by the Corporation, such bonds,
debentures, notes or other instruments may nevertheless be adopted by the
Corporation and be issued and delivered as though the person who signed the
same, or whose facsimile signature appears thereon, had not ceased to be such
officer of the Corporation.
23
<PAGE>
Receipts for Securities
-----------------------
46. All receipts for stocks, bonds or other securities received by the
Corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
such other person or persons as the Board of Directors or Executive Committee
shall designate.
Fiscal Year
-----------
47. The fiscal year shall begin the first day of January in each year.
Dividends
---------
48. (a) Dividends in the form of cash or securities, upon the capital
stock of the Corporation, to the extent permitted by law, may be declared by the
Board of Directors at any regular or special meeting.
(b) The Board of Directors shall have power to fix and determine, and
from time to time vary, the amount to be reserved as working capital; to
determine whether any, and if any, what part of any, surplus of the Corporation
shall be declared as dividends; to determine the date or dates for the
declaration and payment or distribution of dividends; and, before payment of any
dividend or the making of any distribution to set aside out of the surplus of
the Corporation such amount or amounts as the Board of Directors from time to
time, in its absolute discretion, may think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other purpose as it
shall deem to be in the interests of the Corporation.
Directors' Annual Statement
---------------------------
49. The Board of Directors shall present or cause to be presented at each
annual meeting of stockholders, and when called for by vote of the stockholders
at any special meeting of the stockholders, a full and clear statement of the
business and condition of the Corporation.
Notices
-------
50. (a) Whenever under the provisions of the By-Laws notice is required to
be given to any director, officer or stockholder, it shall not be construed to
require personal notice, but, except as otherwise specifically provided, such
notice may be given in
24
<PAGE>
writing, by mail, by depositing a copy of the same in a post office, letter box
or mail chute, maintained by the United States Postal Service, postage prepaid,
addressed to such stockholder, officer or director, at his address as the same
appears on the books of the Corporation.
(b) A stockholder, director or officer may waive in writing any notice
required to be given to him by law or by the By-Laws.
Participation in Meetings by Telephone
--------------------------------------
51. At any meeting of the Board of Directors or the Executive Committee or
any other committee designated by the Board of Directors, one or more directors
may participate in such meeting in lieu of attendance in person by means of the
conference telephone or similar communications equipment by means of which all
persons participating in the meeting will be able to hear and speak.
Oath of Judges of Election
--------------------------
52. The judges of election appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their duties, be sworn
faithfully to execute the duties of judge at such meeting with strict
impartiality and according to the best of their ability.
Amendments
----------
53. The By-Laws may be altered or amended by the affirmative vote of the
holders of a majority of the capital stock represented and entitled to vote at a
meeting of the stockholders duly held, provided that the notice of such meeting
shall have included notice of such proposed amendment. The By-Laws may also be
altered or amended by the affirmative vote of a majority of the directors in
office at a meeting of the Board of Directors, the notice of which shall have
included notice of the proposed amendment. In the event of the adoption,
amendment, or repeal of any By-Law by the Board of Directors pursuant to this
Section, there shall be set forth in the notice of the next meeting of
stockholders for the election of directors the By-Law so adopted, amended or
repealed together with a concise statement of the changes made. By the
affirmative vote of the holders of a majority of the capital stock represented
and entitled to vote at such meeting, the By-Laws may, without further notice,
be altered or amended by amending or repealing such action by the Board of
Directors.
25
Exhibit B-15
CERTIFICATE OF INCORPORATION
OF
GPU ENERGY SERVICES, INC.
It is hereby certified that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is GPU Energy Services, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, Wilmington, DE 19805, County of New Castle, and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one hundred (100) shares, all of which are without
par value. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING
---- -------
Michael S. Shenberg c/o Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
SIXTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
SEVENTH: The board of directors of the corporation is expressly
authorized to adopt, amend or repeal by-laws of the corporation.
<PAGE>
EIGHTH: Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
September, 1996.
Michael S. Shenberg
Sole Incorporator
Exhibit B-16
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GPU ENERGY SERVICES, INC.
I, the undersigned, being the Sole Incorporator of the above named
corporation, a corporation organized under and by virtue of the General
Corporation Law of the State of Delaware, DO HEREBY CERTIFY:
FIRST: That the Certificate of Incorporation of this corporation
be, and it hereby is, amended by changing Article FIRST to read as follows:
"FIRST": The name of the corporation (hereinafter called the
"corporation") is GPU Advanced Resources, Inc."
SECOND: That no part of the capital of said corporation having been
paid, this certificate is filed pursuant to Section 241 of the General
Corporation Law of the State of Delaware, as amended.
IN WITNESS WHEREOF, I have duly executed this certificate of
amendment this 15th day of January, 1997.
Michael S. Shenberg
Sole Incorporator
Exhibit B-17
GPU ADVANCED RESOURCES, INC.
BY-LAWS
-------
(March 6, 1997)
<PAGE>
BY-LAWS
OF
GPU ADVANCED RESOURCES, INC.
Offices
-------
1. GPU Advanced Resources, Inc. (the "Corporation") shall have offices at such
places as the Board of Directors may from time to time designate or the business
of the Corporation may require.
Seal
----
2. The Corporate seal shall have inscribed thereon the name of the Corporation,
the year of its organization, and the words "Corporate Seal" and "Delaware". The
corporate seal may be affixed to any certificates of stock, bonds, debentures,
notes or other engraved, lithographed or printed instruments, by engraving,
lithographing or printing thereon such seal or a facsimile thereof, and such
seal or facsimile thereof so engraved, lithographed or printed thereon shall
have the same force and effect, for all purposes, as if such corporate seal had
been affixed thereto by indentation.
Stockholders' Meetings
----------------------
3. All meetings of stockholders shall be held at the principal office of the
Corporation or at such other place as shall be stated in the notice of the
meeting. Such meetings shall be presided over by the chief executive officer of
the Corporation, or, in the absence of the chief executive officer, by such
other officer as shall have been designated for the purpose by the Board of
Directors, except when by statute the election of a presiding officer is
required.
4. Annual meetings of stockholders shall be held during the month of May in each
year on such day and at time as shall be determined by the Board of Directors.
At the annual meeting, the stockholders entitled to vote shall elect by ballot a
Board of Directors and transact such other business as may properly be brought
before the meeting.
5. Except as otherwise provided by law or by the Certificate of Incorporation,
the holders of a majority of the shares of stock of the Corporation issued and
outstanding and entitled to vote, present in person or by proxy, shall be
requisite for, and shall
<PAGE>
constitute a quorum at, any meeting of the stockholders. If, however, the
holders of a majority of such shares of stock shall not be present or
represented by proxy at any such meeting, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power, by vote of the holders
of a majority of the shares of capital stock present or represented at the
meeting, to adjourn the meeting from time to time without notice other than
announcement at the meeting, until the holders of the amount of stock requisite
to constitute a quorum, as aforesaid, shall be present in person or by proxy. At
any adjourned meeting at which such quorum shall be present, in person or by
proxy, any business may be transacted which might have been transacted at the
meeting as originally noticed.
6. At each meeting of stockholders, each holder of record of shares of capital
stock then entitled to vote shall be entitled to vote in person, or by proxy
appointed by instrument executed in writing by such stockholders or by such
stockholder's duly authorized attorney; but no proxy shall be valid after the
expiration of eleven months from the date of its execution unless the
stockholder executing it shall have specified therein the length of time it is
to continue in force, which shall be for some specified period. Except as
otherwise provided by law or by the Certificate of Incorporation, each holder of
record of shares of capital stock entitled to vote at any meeting of
stockholders shall be entitled to one vote for every share of capital stock
standing in the name of such stockholder on the books of the Corporation. Shares
of capital stock of the Corporation belonging to the Corporation, or to a
corporation controlled by the Corporation through stock ownership or through
majority representation on the board of directors thereof, shall not be voted.
All elections shall be determined by a plurality vote, and, except as otherwise
provided by law or by the Certificate of Incorporation all other matters, shall
be determined by a vote of the holders of a majority of the shares of the
capital stock present or represented at a meeting and voting on such questions.
7. Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by law, may be called by the Chairman or by the President,
and shall be called by the chief executive officer or Secretary at the request
in writing of any of the three members of the Board of Directors, or at the
request in writing of holders of record of 10 percent or more of the shares of
capital stock of the Corporation issued and outstanding. Business transacted at
all special meetings of the stockholders shall be confined to the purposes
stated in the call.
<PAGE>
8. Notice of every meeting of stockholders, setting forth the time and the place
and briefly the purpose or purposes thereof, shall be mailed, not less than ten
nor more than fifty days prior to such meeting, to each stockholder of record
(at the stockholder's address appearing on the stock books of the Corporation,
unless the stockholder shall have filed with the Secretary of the Corporation a
written request that notices intended for such stockholder be mailed to some
other address, in which case it shall be mailed to the address designated in
such request) as of a date fixed by the Board of Directors pursuant to the
By-Laws. Except as otherwise provided by law, the Certificate of Incorporation
or the By-Laws, items of business, in addition to those specified in the notice
of meeting, may be transacted at the annual meeting.
9. Whenever by any provision of law, the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken, and all such consents shall be filed with the Secretary of the
Corporation. However, this section shall not be construed to alter or modify any
provision of law or of the Certificate of Incorporation under which the written
consent of the holders of less than all outstanding shares is sufficient for
corporate action.
Directors
---------
10. The business and affairs of the Corporation shall be managed by its Board of
Directors, which shall consist of not less than three nor more than twelve
directors as shall be fixed from time to time by a resolution adopted by a
majority of the entire Board of Directors; provided, however, that no decrease
in the number of directors constituting the entire Board of Directors shall
shorten the term of any incumbent director. Each director shall be at least
twenty-one years of age. Directors need not be stockholders of the Corporation.
Directors shall be elected at the annual meeting of stockholders, or, if any
such election shall not be held, at a stockholders' meeting called and held in
accordance with the provisions of the General Corporation Law of the State of
Delaware. Each director shall serve until the next annual meeting of
stockholders and thereafter until such director's successor shall have been
elected and shall qualify.
<PAGE>
11. In addition to the powers and authority by the By-Laws expressly conferred
upon it, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by law or by the Certificate
of Incorporation, or by the By-Laws, directed or required to be exercised or
done by the stockholders.
12. Unless otherwise required by law, in the absence of fraud no contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely by reason of such relationship or interest, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors which authorize the contract or transaction, or solely
because the votes of such director or directors are counted for such purpose if:
(a) The material facts as to the relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors, and the
Board in good faith authorizes the contract or transaction by a vote sufficient
for such purposes without counting the vote of the interested director or
directors; or
(b) The material facts as to relationship or interest and as to the contract or
transaction are disclosed or known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by vote
of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified by the Board of Directors or the
stockholders.
No director or officer shall be liable to account to the Corporation for
any profit realized by such director from or through any such contract or
transaction of the Corporation by reason of the interest of such director or
officer as aforesaid in such contract or transaction if such contract or
transaction shall be authorized, approved or ratified as aforesaid.
No contract or other transaction between the Corporation and any of its
affiliates shall in any case be void or voidable or otherwise affected because
of the fact that directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or officer, because of
such relation,
<PAGE>
be deemed interested in such contract or other transaction under any of the
provisions of this Section, nor shall any such director be liable to account
because of such relation.
Nothing herein shall create liability in any of the events described in
this Section or prevent the authorization, ratification or approval, in any
other manner provided by law, of any contract or transaction described in this
Section.
Meetings of the Board of Directors
----------------------------------
13. Regular meetings of the Board of Directors may be held without notice except
for the purpose of taking action on matters as to which notice is in the By-Laws
required to be given, at such time and place as shall from time to time be
designated by the Board. Special meetings of the Board of Directors may be
called by the Chairman or by the President, or in the absence or disability of
the Chairman and the President, by a Vice President, or by any two directors,
and may be held at the time and place designated in the call and notice of the
meeting.
14. Except as otherwise provided by the By-Laws, any item or business may be
transacted at any meeting of the Board of Directors, whether or not such item of
business shall have been specified in the notice of meeting. Where notice of any
meeting of the Board of Directors is required to be given by the By-Laws, the
Secretary or other officer performing such duties shall give notice either
personally or by telephone, telecopy, facsimile or electronic mail at least
twenty-four hours before the meeting, or by regular mail at least three days
before the meeting. Meetings may be held at any time and place without notice if
all the directors are present, or if those not present waive notice in writing
either before or after the meeting.
15. At all meetings of the Board of Directors a majority of the directors in
office shall be requisite for, and shall constitute, a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or by the
Certificate of Incorporation, as amended, or by the By-Laws.
16. Any regular or special meeting may be adjourned to any time or place by a
majority of the directors present at the meeting, whether or not a quorum shall
be present at such meeting, and no notice of the adjourned meeting shall be
required other than announcement at the meeting.
<PAGE>
Committees
----------
17. The Board of Directors may, by the vote of a majority of the directors in
office, create an Executive Committee, consisting of two or more members, of
whom one shall be the chief executive officer of the Corporation. The other
members of the Executive Committee shall be designated by the Board of Directors
from their number, shall hold office for such period as the Board of Directors
shall determine and may be removed at any time by the Board of Directors. The
Board of Directors shall designate a Chairman of the Executive Committee from
among the members of the Executive Committee. When a member of the Executive
Committee ceases to be a director, he shall cease to be a member of the
Executive Committee. The Executive Committee shall have all the powers
specifically granted to it by the By-Laws and, between meetings of the Board of
Directors, may also exercise all the powers of the Board of Directors except
such powers as the Board of Directors may exercise by virtue of the By-Laws. The
Executive Committee shall have no power to revoke any action taken by the Board
of Directors, and shall be subject to any restriction imposed by law, by the
By-Laws, or by the Board of Directors.
18. The Executive Committee shall cause to be kept regular minutes of its
proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting. A majority of the Executive Committee
shall constitute a quorum at any meeting. The Board of Directors may by vote of
a majority of the total number of directors provided for in the By-Laws fill any
vacancies in the Executive Committee. The Executive Committee may, from time to
time, prescribe rules and regulations for the calling and conduct of meetings of
the Committee, and other matters relating to its procedure and the exercise of
its powers.
19. From time to time the Board of Directors may appoint any other committee or
committees for any purpose or purposes, which committee or committees shall have
such powers and such tenure of office as shall be specified in the resolution of
appointment. The chief executive officer of the Corporation shall be a member ex
officio of all committees of the Board.
Compensation and Reimbursement of Directors
-------------------------------------------
and Members of the Executive Committee
--------------------------------------
20. Directors, other than salaried officers of the Corporation or its
affiliates, shall receive compensation and benefits for their services as
directors, at such rate or under such conditions as shall be fixed from time to
time by the Board, and all directors shall be reimbursed for their reasonable
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors.
21. Directors, other than salaried officers of the Corporation or its
affiliates, who are members of any committee of the Board, shall receive
compensation for their services as such members as shall be fixed from time to
time by the Board, and shall be reimbursed for their reasonable expenses, if
any, in attending meetings of the Executive Committee or such other Committees
of the Board and of otherwise performing their duties as members of such
Committees.
Officers
--------
22. The officers of the Corporation shall be chosen by a vote of a majority of
the directors in office and shall be a President, one or more Vice Presidents, a
Treasurer, and a Secretary, and may include a Chairman, Comptroller, one or more
Assistant Secretaries, one or more Assistant Treasurers, and one or more
Assistant Comptrollers. If a Chairman shall be chosen, the Board of Directors
shall designate either the Chairman or the President as chief executive officer
of the Corporation. If a Chairman shall not be chosen, the President shall be
the chief executive officer of the Corporation. The Chairman, if there be one,
and a President who is designated chief executive officer of the corporation,
shall be chosen from among the directors. A President who is not chief executive
officer of the Corporation, and none of the other officers, need be a director.
Neither the Comptroller nor any Assistant Comptroller may occupy any other
office. With the above exceptions, any two offices may be occupied and the
duties thereof may be performed by one person.
23. The salary and other compensation of the chief executive officer of the
Corporation shall be determined from time to time by the Board of Directors. The
salaries and other compensation of all other officers of the Corporation shall
be determined from time to time by the chief executive officer, subject to the
concurrence of the Chairman if there be one.
<PAGE>
24. The salary or other compensation of all employees other than officers of the
Corporation shall be fixed by the chief executive officer of the Corporation, or
by such other officer as shall be designated for that purpose by the Board of
Directors.
25. The Board of Directors may appoint such other officers and such
representatives or agents as shall be deemed necessary, who shall hold office
for such terms, exercise such powers, and perform such duties as shall be
determined from time to time by the Board of Directors.
26. The officers of the Corporation shall hold office until the first meeting of
the Board of Directors after the next succeeding annual meeting of stockholders
and until their respective successors are chosen and qualify. Any officer
elected pursuant to Section 22 of the By-Laws may be removed at any time, with
or without cause, by the vote of a majority of the directors in office. Any
other officer, and any representative, employee or agent of the Corporation, may
be removed at any time, with or without cause, by action of the Board of
Directors, by the Executive Committee, or by the chief executive officer of the
Corporation, or by such other officer as shall have been designated for that
purpose by the chief executive officer of the Corporation.
The Chairman
------------
27. (a) If a Chairman shall be chosen by the Board of Directors, he shall
preside at all meetings of the Board at which he shall be present.
(b) If a Chairman shall be chosen by the Board of Directors and is
designated by the Board as chief executive officer of the Corporation, such
Chairman:
(i) shall have supervision, direction and control of the conduct of
the business of the Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee, if there be one;
(ii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation,
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements or other
instruments of any nature pertaining to the business of the
Corporation; (iii) may, unless otherwise directed by the Board of
Directors pursuant to the By-Laws, attend in person or by substitute
or proxy appointed by such Chairman, and act and vote on behalf of
the Corporation at all meetings of stockholders of any corporation
in which the Corporation holds stock and grant any consent, waiver,
or power of attorney in respect of such stock;
(iv) shall, whenever it may in the opinion of such Chairman be
necessary or appropriate, prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise defined;
and
(v) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
(c) If a Chairman shall be chosen by the Board of Directors and is not
designated by the Board as chief executive officer of the Corporation, such
Chairman:
(i) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements or other
instruments of any nature pertaining to the business of the
Corporation;
(ii) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
The President
-------------
28. (a) If a Chairman shall not be chosen by the Board of Directors, the
President shall preside at all meetings of the Board at which the President
shall be present.
(b) If the President shall be designated by the Board of Directors as
chief executive officer of the Corporation, the President:
(i) shall have supervision, direction and control of the conduct of
the business of the Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee, if there be one;
(ii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation,
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements, or other
instruments of any nature pertaining to the business of the
Corporation;
(iii) may, unless otherwise directed by the Board of Directors
pursuant to the By-Laws, attend in person or by substitute or proxy
appointed by such President, and act and vote on behalf of the
Corporation at all meetings of the stockholders of any corporation
in which the Corporation holds stock and grant any consent, waiver,
or power of attorney in respect of such stock;
(iv) shall, whenever it may in the opinion of such President be
necessary or appropriate, prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise defined;
and
(v) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
(c) If the Chairman shall be designated by the Board of Directors as chief
executive officer of the Corporation, the President:
(i) shall be the chief operating officer of the Corporation;
(ii) shall have supervision, direction and control of the conduct of
the business of the Corporation, in the absence or disability of the
Chairman, subject, however, to the control of the Board of Directors
and the Executive Committee, if there be one;
<PAGE>
(iii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation,
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements or other
instruments of any nature pertaining to the business of the
Corporation;
(iv) at the request or in the absence or disability of the Chairman,
may, unless otherwise directed by the Board of Directors pursuant to
the By-Laws, attend in person or by substitute or proxy appointed by
such President, and act and vote on behalf of the Corporation at all
meetings of the stockholders of any corporation in which the
Corporation holds stock and grant any consent, waiver or power of
attorney in respect of such stock;
(v) at the request or in the absence or disability of the Chairman,
whenever in the opinion of such President it may be necessary or
appropriate, shall prescribe the duties of officers and employees of
the Corporation whose duties are not otherwise defined; and
(vi) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
Vice President
--------------
29. (a) The Vice President shall, in the absence or disability of the President,
if the President has been designated chief executive officer of the Corporation
or if the President is acting pursuant to the provisions of Subsection 28(c)(ii)
of the By-Laws, have supervision, direction and control of the conduct of the
business of the Corporation, subject, however, to the control of the Directors
and the Executive Committee, if there be one.
(b) The Vice President may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the Corporation, and
when authorized by the Board of Directors or the Executive Committee, if there
be one, except in cases where the signing thereof shall be expressly delegated
by the Board of Directors or the Executive Committee to some other officer or
agent of the Corporation.
<PAGE>
(c) The Vice President may, if the President has been designated chief
executive officer of the Corporation or if the President is acting pursuant to
the provisions of the By-Laws, at the request or in the absence or disability of
the President or in case of the failure of the President to appoint a substitute
or proxy as provided in the By-Laws, unless otherwise directed by the Board of
Directors pursuant to the By-Laws, attend in person or by substitute or proxy
appointed by such Vice President and act and vote on behalf of the Corporation
at all meetings of the stockholders of any corporation in which the Corporation
holds stock and grant any consent, waiver or power of attorney in respect of
such stock.
(d) The Vice President shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or by the
Board of Directors.
(e) If there be more than one Vice President, the Board of Directors may
designate one or more of such Vice Presidents as an Executive Vice President or
a Senior Vice President. The Board of Directors may assign to such Vice
Presidents their respective duties and may, if the President has been designated
chief executive officer of the Corporation or if the President is acting
pursuant to the provisions of Subsection 28(c)(ii) of the By-Laws, designate the
order in which the respective Vice Presidents shall have supervision, direction
and control of the business of the Corporation in the absence or disability of
the President.
The Secretary
-------------
30. (a) The Secretary shall attend all meetings of the Board of Directors and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose; and shall perform like duties
for the Executive Committee and any other committees created by the Board of
Directors.
(b) The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders, the Board of Directors, or the Executive Committee of which
notice is required to be given by law or by the By-Laws.
(c) The Secretary shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or the
Board of Directors.
<PAGE>
(d) Any records kept by the Secretary shall be the property of the
Corporation and shall be restored to the Corporation in case of the Secretary's
death, resignation, retirement or removal from office.
(e) The Secretary shall be the custodian of the seal of the Corporation
and, pursuant to the By-Laws and in other instances where the execution of
documents on behalf of the Corporation is authorized by the By-Laws or by the
Board of Directors, may affix the seal to all instruments requiring it and
attest the ensealing and the execution of such instruments.
(f) The Secretary shall have control of the stock ledger, stock
certificate book and all books containing minutes of any meeting of the
stockholders, Board of Directors, or Executive Committee or other committee
created by the Board of Directors, and of all formal records and documents
relating to the corporate affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of the Secretary's duties, shall exercise the
powers and duties of the Secretary at the request or in the absence or
disability of the Secretary, and shall exercise such other powers and duties as
may be prescribed by the Board of Directors.
The Treasurer
-------------
31. (a) The Treasurer shall be responsible for the safekeeping of the corporate
funds and securities of the Corporation, and shall maintain and keep in custody
of full and accurate accounts of receipts and disbursements in books belonging
to the Corporation, and shall deposit all moneys and other funds of the
Corporation in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements.
(c) Pursuant to Section 44 of the By-Laws, the Treasurer may, when
authorized by the Board of Directors, affix the seal to all instruments
requiring it and shall attest the ensealing and execution of said instruments.
(d) The Treasurer shall exhibit at all reasonable times such accounts and
records to any director of the Corporation upon application during business
hours at the office of the Corporation where such accounts and records are kept.
(e) The Treasurer shall render an account of all transactions as Treasurer
at all regular meetings of the Board of Directors, or whenever the Board may
require it, and at such other times as may be requested by the Board or by any
director of the Corporation.
(f) If required by the Board of Directors, the Treasurer shall give the
Corporation a bond, the premium on which shall be paid by the Corporation, in
such form and amount and with such surety or sureties as shall be satisfactory
to the Board, for the faithful performance of the duties of the Treasurer's
office, and for the restoration to the Corporation in case of the Treasurer's
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind belonging to the Corporation
in the possession or under the control of the Treasurer.
(g) The Treasurer shall perform all duties generally incident to the
office of Treasurer, and shall have other powers and duties as from time to time
may be prescribed by law, by the By-Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of the Treasurer's duties, shall exercise the
powers and duties of the Treasurer at the request or in the absence or
disability of the Treasurer, and shall exercise such other powers and duties as
may be prescribed by the Board of Directors. If required by the Board of
Directors, any Assistant Treasurer shall give the Corporation a bond, the
premium on which shall be paid by the Corporation, similar to that which may be
required to be given by the Treasurer.
Comptroller
-----------
32. (a) If and when elected by the Board of Directors, the Comptroller of the
Corporation shall be the principal accounting officer of the Corporation and
shall be accountable to and report directly to the Board of Directors. If
required by the Board of Directors, the Comptroller shall give the Corporation a
bond, the premium on which shall be paid by the Corporation, in such form and
amount and with such surety or sureties as shall be satisfactory to the Board,
for the faithful performance of the duties of the Comptroller's office.
(b) He shall keep or cause to be kept full and complete books of account
of all operations of the Corporation and of its assets and liabilities.
(c) The Comptroller shall have custody of all accounting records of the
Corporation other than the record of receipts and disbursements and those
relating to the deposit or custody of money or securities of the Corporation,
which shall be in the custody of the Treasurer.
(d) The Comptroller shall exhibit at all reasonable times the books of
account and records to any director of the Corporation upon application during
business hours at the office of the Corporation where such books of account and
records are kept.
(e) The Comptroller shall render reports of the operations and business
and of the condition of the finances of the Corporation at regular meetings of
the Board of Directors, and at such other times as he may be requested by the
Board or any director of the Corporation, and shall render a full financial
report at the annual meeting of the stockholders, if called upon to do so.
(f) The Comptroller shall receive and keep custody of an original copy of
each written contract made by or on behalf of the Corporation.
(g) The Comptroller shall receive periodic reports from the Treasurer of
the Corporation of all receipts and disbursements, and shall see that correct
vouchers are taken for all disbursements for any purpose.
(h) The Comptroller shall perform all duties generally incident to the
office of Comptroller, and shall have such other powers and duties as from time
to time may be prescribed by law, by the By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant Comptrollers shall assist the
Comptroller in the performance of the Comptroller's duties, shall exercise the
powers and duties of the Comptroller at the request or in the absence or
disability of the Comptroller, and shall exercise such other powers and duties
as may be prescribed by the Board of Directors. If required by the Board of
Directors, any Assistant Comptroller shall give the Corporation a bond, the
premium on which shall be paid by the Corporation, similar to that which may be
required to be given by the Comptroller.
<PAGE>
Vacancies
---------
33. If the office of any director becomes vacant by reason of death,
resignation, retirement, disqualification, or otherwise, the remaining
directors, by the vote of a majority of those then in office at a meeting, the
notice of which shall have specified the filling of such vacancy as one of its
purposes, may choose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurs. If the office of any officer of the
Corporation shall become vacant for any reason, the Board of Directors, at a
meeting, the notice of which shall have specified the filling of such vacancy as
one of its purposes, may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred. Pending action by the
Board of Directors at such meeting, the Board of Directors or the Executive
Committee may choose a successor temporarily to serve as an officer of the
Corporation.
Resignations
------------
34. Any officer or any director of the Corporation may resign at any time, such
resignation to be made in writing and transmitted to the Secretary. Such
resignation shall take effect from the time of its acceptance, unless some time
be fixed in the resignation, and then from that time. Nothing herein shall be
deemed to relieve any officer from liability for breach of any contract of
employment resulting from any such resignation.
Duties of Officers May be Delegated
-----------------------------------
35. In case of the absence or disability of any officer of the Corporation, or
for any other reason the Board of Directors may deem sufficient, the Board, by
vote of a majority of directors then in office, may, notwithstanding any
provisions of the By-Laws, delegate or assign, for the time being, the powers or
duties, or any of them, of such officer to any other officer or to any director.
Indemnification of Directors, Officers and Employees
----------------------------------------------------
36. (a) A director shall not be personally liable for monetary damages as such
for any action taken, or any failure to take any action, unless the director has
breached or failed to perform the duties of such directors office under the
General Corporation Law of the State of Delaware, and the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. The
provisions of this subsection (a) shall not apply to the responsibility or
liability of a director pursuant to any criminal statute, or the liability of a
director for the payment of taxes pursuant to local, state or federal law.
<PAGE>
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
whether formal or informal, and whether brought by or in the right of the
Corporation, its stockholders or otherwise, by reason of the fact that such
person was a director, officer or employee of the Corporation (and may indemnify
any person who was an agent of the Corporation), or a person serving at the
request of the Corporation as a director, officer, partner, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, to the fullest extent permitted by law, including without
limitation indemnification against expenses (including attorneys' fees and
disbursements), damages, punitive damages, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such proceeding to the fullest extent permitted by law.
(c) The Corporation shall pay the expenses (including attorneys' fees and
disbursements) actually and reasonably incurred in defending a civil or criminal
action, suit or proceeding on behalf of any person entitled to indemnification
under Subsection (b) in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation, and may pay such expenses in advance on behalf
of any agent on receipt of a similar undertaking. The financial ability of such
person to make such repayment shall not be a prerequisite to the making of an
advance.
(d) For purposes of this Section: (i) the Corporation shall be deemed to
have requested an officer, director, employee or agent to serve as fiduciary
with respect to an employee benefit plan where the performance by such person of
duties to the Corporation also imposes duties on, or otherwise involves services
by, such person as a fiduciary with respect to the plan; (ii) excise taxes
assessed with respect to any transaction with an employee benefit plan shall be
deemed "fines"; and (iii) action taken or omitted by such person with respect to
any employee benefit plan in the performance of duties for a purpose reasonably
believed to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the Corporation.
<PAGE>
(e) To further effect, satisfy or secure the indemnification obligations
provided herein or otherwise, the Corporation may maintain insurance, obtain a
letter of credit, act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification agreements,
pledge or grant a security interest in any assets or properties of the
Corporation, or use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and conditions as the Board of
Directors shall deem appropriate.
(f) All rights of indemnification under this Section shall be deemed a
contract between the Corporation and the person entitled to indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally bound. Any repeal, amendment or modification hereof shall be
prospective only, and shall not limit, but may expand, any rights or obligations
in respect of any proceeding, whether commenced prior to or after such change,
to the extent such proceeding pertains to actions or failures to act occurring
prior to such change.
(g) The indemnification, as authorized by this Section, shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in an
official capacity and as to action in any other capacity while holding such
office. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs, executors and administrators
of such person.
Stock of Other Corporations
---------------------------
37. The Board of Directors may authorize any director, officer or other person
on behalf of the Corporation to attend, act and vote at meetings of the
stockholders of any corporation in which the Corporation shall hold stock, and
to exercise thereat any and all of the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such meetings and
calls therefor.
<PAGE>
Certificates of Stock
---------------------
38. The certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall exhibit
the holder's name and number of shares and may include the holder's address. No
fractional shares of stock shall be issued. Certificates of stock shall be
signed by the Chairman, President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be
sealed with the seal of the Corporation. Where any certificate of stock is
signed by a transfer agent or transfer clerk, who may be but need not be an
officer or employee of the Corporation, and by a registrar, the signature of any
such Chairman, President, Vice President, Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer upon such certificate may be facsimiles,
engraved or printed. In case any such officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such before
such certificate of stock is issued, it may be issued by the Corporation with
the same effect as if such officer had not ceased to be such at the date of its
issue.
Transfer of Stock
-----------------
39. Transfers of stock shall be made on the books of the Corporation only by the
person named in the certificate or by attorney, lawfully constituted in writing,
and upon surrender of the certificate therefor.
Fixing of Record Date
---------------------
40. The Board of Directors is authorized to fix a time, not exceeding fifty (50)
days preceding the date of any meeting of stockholders or the date fixed for the
payment of any dividend or the making of any distribution, or for the delivery
of evidences of rights or evidences of interests arising out of any change,
conversion or exchange of capital stock, as a record time for the determination
of the stockholders entitled to notice of, and to vote at, such meeting, or
entitled to receive any such dividend, distribution, rights or interests as the
case may be; and all persons who are holders of record of capital stock at the
time so fixed, and no others, shall be entitled to notice of, and to vote at,
such meeting, and only stockholders of record at such time shall be entitled to
receive any such notice, dividend, distribution, rights or interests.
<PAGE>
Registered Stockholders
-----------------------
41. The Corporation shall be entitled to treat the holder of record of any share
or shares of stock as the holder in fact thereof, and accordingly shall not be
bound to recognize any equitable or other claim to, or interest in, such share
on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by statutes of the State of Delaware.
Lost Certificates
-----------------
42. Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact, whereupon a new certificate may
be issued of the same tenor and for the same number of shares as the one alleged
to be lost or destroyed; provided, however, that the Board of Directors may
require, as a condition to the issuance of a new certificate, the payment of the
reasonable expenses of such issuance or the furnishing of a bond of indemnity in
such form and amount and with such surety or sureties, or without surety, as the
Board of Directors shall determine, or both the payment of such expenses and the
furnishing of such bond, and may also require the advertisement of such loss in
such manner as the Board of Directors may prescribe.
Inspection of Books
-------------------
43. The Board of Directors may determine whether and to what extent, and at what
time and places and under what conditions and regulations, the accounts and
books of the Corporation (other than the books required by statute to be open to
the inspection of stockholders), or any of them, shall be open to the inspection
of stockholders, and no stockholder shall have any right to inspect any account
or book or document of the Corporation, except as such right may be conferred by
statutes of the State of Delaware or by the By-Laws or by resolution of the
Board of Directors or of the stockholders.
Checks, Notes, Bonds and Other Instruments
------------------------------------------
44. (a) All checks or demands for money and notes of the Corporation shall be
signed by such person or persons (who may but need not be an officer of officers
of the Corporation) as the Board of Directors may from time to time designate,
either directly or through such officers of the Corporation as shall, by
resolution of the Board of Directors, be authorized to designate such person or
persons. If authorized by the Board of Directors, the signatures of such
<PAGE>
persons, or any of them, upon any checks for the payment of money may be made by
engraving, lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect as if such
persons had actually signed the same.
(b) All bonds, mortgages and other instruments requiring a seal, when
required in connection with matters which arise in the ordinary course of
business or when authorized by the Board of Directors, shall be executed on
behalf of the Corporation by the Chairman or the President or a Vice President,
and the seal of the Corporation shall be thereupon affixed by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer, who shall,
when required, attest the ensealing and execution of said instrument. If
authorized by the Board of Directors, a facsimile of the seal may be employed
and such facsimile of the seal may be engraved, lithographed or printed and
shall have the same force and effect as an impressed seal. If authorized by the
Board of Directors, the signatures of the Chairman or the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or
Assistant Treasurer upon any engraved, lithographed or printed bonds,
debentures, notes or other instruments may be made by engraving, lithographing
or printing thereon a facsimile of such signatures, in lieu of actual
signatures, and such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such officers had actually
signed the same. In case any officer who has signed, or whose facsimile
signature appears on, any such bonds, debentures, notes or other instruments
shall cease to be such officer before such bonds, debentures, notes or other
instruments shall have been delivered by the Corporation, such bonds,
debentures, notes or other instruments may nevertheless be adopted by the
Corporation and be issued and delivered as though the person who signed the
same, or whose facsimile signature appears thereon, had not ceased to be such
officer of the Corporation.
Receipts for Securities
-----------------------
45. All receipts for stocks, bonds or other securities received by the
Corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
such other person or persons as the Board of Directors or Executive Committee
shall designate.
<PAGE>
Fiscal Year
-----------
46. The fiscal year shall begin the first day of January in each year.
Dividends
---------
47. (a) Dividends in the form of cash or securities, upon the capital stock of
the Corporation, to the extent permitted by law, may be declared by the Board of
Directors at any regular or special meeting.
(b) The Board of Directors shall have power to fix and determine, and from
time to time to vary, the amount to be reserved as working capital; to determine
whether any, and if any, what part of any, surplus of the Corporation shall be
declared as dividends; to determine the date or dates for the declaration and
payment or distribution of dividends; and, before payment of any dividend or the
making of any distribution, to set aside out of the surplus of the Corporation
such amount or amounts as the Board of Directors from time to time, in its
absolute discretion, may think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for such other purpose as it shall deem to be in
the interest of the Corporation.
Notices
-------
48. (a) Whenever under the provisions of the By-Laws notice is required to be
given to any director, officer of stockholder, it shall not be construed to
require personal notice, but, except as otherwise specifically provided, such
notice may be given in writing: 1) by mail, by depositing a copy of the same in
a post office, letter box or mail chute, maintained by the United States Postal
Service, postage prepaid, addressed to such stockholder, officer or director, at
their address as the same appears on the books of the Corporation, or 2) by
telecopy, facsimile or electronic mail, directed to such stockholder, officer or
director, at their telecopy, facsimile or electronic mail address as the same
appears on the books of the Corporation, or such other address as requested by
the stockholder pursuant to Section 8 above.
(b) A stockholder, director or officer may waive in writing any notice
required to be given to such stockholder by law or by the By-Laws.
<PAGE>
Participation in Meetings by Telephone
--------------------------------------
49. At any meeting of the Stockholders, Board of Directors or the Executive
Committee or any other committee designated by the Board of Directors, one or
more directors or stockholders may participate in such meeting in lieu of
attendance in person by means of the conference telephone or similar
communications equipment by means of which all persons participating in the
meeting will be able to hear and speak.
Amendments
----------
50. The By-Laws may be altered or amended by the affirmative vote of the holders
of a majority of the capital stock represented and entitled to vote at a meeting
of the stockholders duly held. The By-Laws may also be altered or amended by the
affirmative vote of a majority of the directors in office at a meeting of the
Board of Directors.
Exhibit B-18
CERTIFICATE OF INCORPORATION
OF
GPU TELCOM SERVICES, INC.
It is hereby certified that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is GPU Telcom Services, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, Wilmington, DE 19805, County of New Castle, and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one hundred (100) shares, all of which are without
par value. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
Michael S. Shenberg c/o Berlack, Israels & Liberman LLP
120 West 45th St.
New York, New York 10036
SIXTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
SEVENTH: The board of directors of the corporation is expressly
authorized to adopt, amend or repeal by-laws of the corporation.
<PAGE>
EIGHTH: Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
September, 1996.
Michael S. Shenberg
Sole Incorporator
Exhibit B-19
GPU TELCOM SERVICES, INC.
BY-LAWS
-------
(March 6, 1997)
<PAGE>
BY-LAWS
OF
GPU TELCOM SERVICES, INC.
Offices
-------
1. GPU Telcom Services, Inc. (the "Corporation") shall have offices at such
places as the Board of Directors may from time to time designate or the business
of the Corporation may require.
Seal
----
2. The Corporate seal shall have inscribed thereon the name of the Corporation,
the year of its organization, and the words "Corporate Seal" and "Delaware". The
corporate seal may be affixed to any certificates of stock, bonds, debentures,
notes or other engraved, lithographed or printed instruments, by engraving,
lithographing or printing thereon such seal or a facsimile thereof, and such
seal or facsimile thereof so engraved, lithographed or printed thereon shall
have the same force and effect, for all purposes, as if such corporate seal had
been affixed thereto by indentation.
Stockholders' Meetings
----------------------
3. All meetings of stockholders shall be held at the principal office of the
Corporation or at such other place as shall be stated in the notice of the
meeting. Such meetings shall be presided over by the chief executive officer of
the Corporation, or, in the absence of the chief executive officer, by such
other officer as shall have been designated for the purpose by the Board of
Directors, except when by statute the election of a presiding officer is
required.
4. Annual meetings of stockholders shall be held during the month of May in each
year on such day and at time as shall be determined by the Board of Directors.
At the annual meeting, the stockholders entitled to vote shall elect by ballot a
Board of Directors and transact such other business as may properly be brought
before the meeting.
5. Except as otherwise provided by law or by the Certificate of Incorporation,
the holders of a majority of the shares of stock of the Corporation issued and
outstanding and entitled to
<PAGE>
vote, present in person or by proxy, shall be requisite for, and shall
constitute a quorum at, any meeting of the stockholders. If, however, the
holders of a majority of such shares of stock shall not be present or
represented by proxy at any such meeting, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power, by vote of the holders
of a majority of the shares of capital stock present or represented at the
meeting, to adjourn the meeting from time to time without notice other than
announcement at the meeting, until the holders of the amount of stock requisite
to constitute a quorum, as aforesaid, shall be present in person or by proxy. At
any adjourned meeting at which such quorum shall be present, in person or by
proxy, any business may be transacted which might have been transacted at the
meeting as originally noticed.
6. At each meeting of stockholders, each holder of record of shares of capital
stock then entitled to vote shall be entitled to vote in person, or by proxy
appointed by instrument executed in writing by such stockholders or by such
stockholder's duly authorized attorney; but no proxy shall be valid after the
expiration of eleven months from the date of its execution unless the
stockholder executing it shall have specified therein the length of time it is
to continue in force, which shall be for some specified period. Except as
otherwise provided by law or by the Certificate of Incorporation, each holder of
record of shares of capital stock entitled to vote at any meeting of
stockholders shall be entitled to one vote for every share of capital stock
standing in the name of such stockholder on the books of the Corporation. Shares
of capital stock of the Corporation belonging to the Corporation, or to a
corporation controlled by the Corporation through stock ownership or through
majority representation on the board of directors thereof, shall not be voted.
All elections shall be determined by a plurality vote, and, except as otherwise
provided by law or by the Certificate of Incorporation all other matters, shall
be determined by a vote of the holders of a majority of the shares of the
capital stock present or represented at a meeting and voting on such questions.
7. Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by law, may be called by the Chairman or by the President,
and shall be called by the chief executive officer or Secretary at the request
in writing of any three members of the Board of Directors, or at the request in
writing of holders of record of 10 percent or more of the shares of capital
stock of the Corporation issued and outstanding. Business transacted at all
special meetings of the stockholders shall be confined to the purposes stated in
the call.
<PAGE>
8. Notice of every meeting of stockholders, setting forth the time and the place
and briefly the purpose or purposes thereof, shall be mailed, not less than ten
nor more than fifty days prior to such meeting, to each stockholder of record
(at the stockholder's address appearing on the stock books of the Corporation,
unless the stockholder shall have filed with the Secretary of the Corporation a
written request that notices intended for such stockholder be mailed to some
other address, in which case it shall be mailed to the address designated in
such request) as of a date fixed by the Board of Directors pursuant to the
By-Laws. Except as otherwise provided by law, the Certificate of Incorporation
or the By-Laws, items of business, in addition to those specified in the notice
of meeting, may be transacted at the annual meeting.
9. Whenever by any provision of law, the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken, and all such consents shall be filed with the Secretary of the
Corporation. However, this section shall not be construed to alter or modify any
provision of law or of the Certificate of Incorporation under which the written
consent of the holders of less than all outstanding shares is sufficient for
corporate action.
Directors
---------
10. The business and affairs of the Corporation shall be managed by its Board of
Directors, which shall consist of not less than three nor more than twelve
directors as shall be fixed from time to time by a resolution adopted by a
majority of the entire Board of Directors; provided, however, that no decrease
in the number of directors constituting the entire Board of Directors shall
shorten the term of any incumbent director. Each director shall be at least
twenty-one years of age. Directors need not be stockholders of the Corporation.
Directors shall be elected at the annual meeting of stockholders, or, if any
such election shall not be held, at a stockholders' meeting called and held in
accordance with the provisions of the General Corporation Law of the State of
Delaware. Each director shall serve until the next annual meeting of
stockholders and thereafter until such director's successor shall have been
elected and shall qualify.
11. In addition to the powers and authority by the By-Laws expressly conferred
upon it, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts
<PAGE>
and things as are not by law or by the Certificate of Incorporation, or by
the By-Laws, directed or required to be exercised or done by the stockholders.
12. Unless otherwise required by law, in the absence of fraud no contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely by reason of such relationship or interest, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors which authorize the contract or transaction, or solely
because the votes of such director or directors are counted for such purpose if:
(a) The material facts as to the relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors, and the
Board in good faith authorizes the contract or transaction by a vote sufficient
for such purposes without counting the vote of the interested director or
directors; or
(b) The material facts as to relationship or interest and as to the contract or
transaction are disclosed or known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by vote
of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified by the Board of Directors or the
stockholders.
No director or officer shall be liable to account to the Corporation for
any profit realized by such director from or through any such contract or
transaction of the Corporation by reason of the interest of such director or
officer as aforesaid in such contract or transaction if such contract or
transaction shall be authorized, approved or ratified as aforesaid.
No contract or other transaction between the Corporation and any of its
affiliates shall in any case be void or voidable or otherwise affected because
of the fact that directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or officer, because of
such relation, be deemed interested in such contract or other transaction under
any of the provisions of this Section, nor shall any such director be liable to
account because of such relation.
<PAGE>
Nothing herein shall create liability in any of the events described in
this Section or prevent the authorization, ratification or approval, in any
other manner provided by law, of any contract or transaction described in this
Section.
Meetings of the Board of Directors
----------------------------------
13. Regular meetings of the Board of Directors may be held without notice except
for the purpose of taking action on matters as to which notice is in the By-Laws
required to be given, at such time and place as shall from time to time be
designated by the Board. Special meetings of the Board of Directors may be
called by the Chairman or by the President, or in the absence or disability of
the Chairman and the President, by a Vice President, or by any two directors,
and may be held at the time and place designated in the call and notice of the
meeting.
14. Except as otherwise provided by the By-Laws, any item or business may be
transacted at any meeting of the Board of Directors, whether or not such item of
business shall have been specified in the notice of meeting. Where notice of any
meeting of the Board of Directors is required to be given by the By-Laws, the
Secretary or other officer performing such duties shall give notice either
personally or by telephone, telecopy, facsimile or electronic mail at least
twenty-four hours before the meeting, or by regular mail at least three days
before the meeting. Meetings may be held at any time and place without notice if
all the directors are present, or if those not present waive notice in writing
either before or after the meeting.
15. At all meetings of the Board of Directors a majority of the directors in
office shall be requisite for, and shall constitute, a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or by the
Certificate of Incorporation, as amended, or by the By-Laws.
16. Any regular or special meeting may be adjourned to any time or place by a
majority of the directors present at the meeting, whether or not a quorum shall
be present at such meeting, and no notice of the adjourned meeting shall be
required other than announcement at the meeting.
Committees
----------
17. The Board of Directors may, by the vote of a majority of the directors in
office, create an Executive Committee, consisting of two or more members, of
whom one shall be the chief executive
<PAGE>
officer of the Corporation. The other members of the Executive Committee shall
be designated by the Board of Directors from their number, shall hold office for
such period as the Board of Directors shall determine and may be removed at any
time by the Board of Directors. The Board of Directors shall designate a
Chairman of the Executive Committee from among the members of the Executive
Committee. When a member of the Executive Committee ceases to be a director, he
shall cease to be a member of the Executive Committee. The Executive Committee
shall have all the powers specifically granted to it by the By-Laws and, between
meetings of the Board of Directors, may also exercise all the powers of the
Board of Directors except such powers as the Board of Directors may exercise by
virtue of the By-Laws. The Executive Committee shall have no power to revoke any
action taken by the Board of Directors, and shall be subject to any restriction
imposed by law, by the By-Laws, or by the Board of Directors.
18. The Executive Committee shall cause to be kept regular minutes of its
proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting. A majority of the Executive Committee
shall constitute a quorum at any meeting. The Board of Directors may by vote of
a majority of the total number of directors provided for in the By-Laws fill any
vacancies in the Executive Committee. The Executive Committee may, from time to
time, prescribe rules and regulations for the calling and conduct of meetings of
the Committee, and other matters relating to its procedure and the exercise of
its powers.
19. From time to time the Board of Directors may appoint any other committee or
committees for any purpose or purposes, which committee or committees shall have
such powers and such tenure of office as shall be specified in the resolution of
appointment. The chief executive officer of the Corporation shall be a member ex
officio of all committees of the Board.
Compensation and Reimbursement of Directors
-------------------------------------------
and Members of the Executive Committee
--------------------------------------
20. Directors, other than salaried officers of the Corporation or its
affiliates, shall receive compensation and benefits for their services as
directors, at such rate or under such conditions as shall be fixed from time to
time by the Board, and all directors shall be reimbursed for their reasonable
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors.
<PAGE>
21. Directors, other than salaried officers of the Corporation or its
affiliates, who are members of any committee of the Board, shall receive
compensation for their services as such members as shall be fixed from time to
time by the Board, and shall be reimbursed for their reasonable expenses, if
any, in attending meetings of the Executive Committee or such other Committees
of the Board and of otherwise performing their duties as members of such
Committees.
Officers
--------
22. The officers of the Corporation shall be chosen by a vote of a majority of
the directors in office and shall be a President, one or more Vice Presidents, a
Treasurer, and a Secretary, and may include a Chairman, Comptroller, one or more
Assistant Secretaries, one or more Assistant Treasurers, and one or more
Assistant Comptrollers. If a Chairman shall be chosen, the Board of Directors
shall designate either the Chairman or the President as chief executive officer
of the Corporation. If a Chairman shall not be chosen, the President shall be
the chief executive officer of the Corporation. The Chairman, if there be one,
and a President who is designated chief executive officer of the corporation,
shall be chosen from among the directors. A President who is not chief executive
officer of the Corporation, and none of the other officers, need be a director.
Neither the Comptroller nor any Assistant Comptroller may occupy any other
office. With the above exceptions, any two offices may be occupied and the
duties thereof may be performed by one person.
23. The salary and other compensation of the chief executive officer of the
Corporation shall be determined from time to time by the Board of Directors. The
salaries and other compensation of all other officers of the Corporation shall
be determined from time to time by the chief executive officer, subject to the
concurrence of the Chairman if there be one.
24. The salary or other compensation of all employees other than officers of the
Corporation shall be fixed by the chief executive officer of the Corporation, or
by such other officer as shall be designated for that purpose by the Board of
Directors.
25. The Board of Directors may appoint such other officers and such
representatives or agents as shall be deemed necessary, who shall hold office
for such terms, exercise such powers, and perform such duties as shall be
determined from time to time by the Board of Directors.
26. The officers of the Corporation shall hold office until the first meeting of
the Board of Directors after the next succeeding annual meeting of stockholders
and until their respective successors are chosen and qualify. Any officer
elected pursuant to Section 22 of the By-Laws may be removed at any time, with
or without cause, by the vote of a majority of the directors in office. Any
other officer, and any representative, employee or agent of the Corporation, may
be removed at any time, with or without cause, by action of the Board of
Directors, by the Executive Committee, or by the chief executive officer of the
Corporation, or by such other officer as shall have been designated for that
purpose by the chief executive officer of the Corporation.
The Chairman
------------
27. (a) If a Chairman shall be chosen by the Board of Directors, he shall
preside at all meetings of the Board at which he shall be present.
(b) If a Chairman shall be chosen by the Board of Directors and is
designated by the Board as chief executive officer of the Corporation, such
Chairman:
(i) shall have supervision, direction and control of the conduct of
the business of the Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee, if there be one;
(ii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation,
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements or other
instruments of any nature pertaining to the business of the
Corporation;
(iii) may, unless otherwise directed by the Board of Directors
pursuant to the By-Laws, attend in person or by substitute or proxy
appointed by such Chairman, and act and vote on behalf of the
Corporation at all meetings of stockholders of any corporation in
which the Corporation holds stock and grant any consent, waiver, or
power of attorney in respect of such stock;
<PAGE>
(iv) shall, whenever it may in the opinion of such Chairman be
necessary or appropriate, prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise defined;
and
(v) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
(c) If a Chairman shall be chosen by the Board of Directors and is not
designated by the Board as chief executive officer of the Corporation, such
Chairman:
(i) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements or other
instruments of any nature pertaining to the business of the
Corporation;
(ii) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
The President
-------------
28. (a) If a Chairman shall not be chosen by the Board of Directors, the
President shall preside at all meetings of the Board at which the President
shall be present.
(b) If the President shall be designated by the Board of Directors as
chief executive officer of the Corporation, the President:
(i) shall have supervision, direction and control of the conduct of
the business of the Corporation, subject, however, to the control of
the Board of Directors and the Executive Committee, if there be one;
(ii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation,
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the
<PAGE>
name and on behalf of the Corporation any and all contracts,
agreements, or other instruments of any nature pertaining to the
business of the Corporation;
(iii) may, unless otherwise directed by the Board of Directors
pursuant to the By-Laws, attend in person or by substitute or proxy
appointed by such President, and act and vote on behalf of the
Corporation at all meetings of the stockholders of any corporation
in which the Corporation holds stock and grant any consent, waiver,
or power of attorney in respect of such stock;
(iv) shall, whenever it may in the opinion of such President be
necessary or appropriate, prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise defined;
and
(v) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
(c) If the Chairman shall be designated by the Board of Directors as chief
executive officer of the Corporation, the President:
(i) shall be the chief operating officer of the Corporation;
(ii) shall have supervision, direction and control of the conduct of
the business of the Corporation, in the absence or disability of the
Chairman, subject, however, to the control of the Board of Directors
and the Executive Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation,
and, when authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on behalf of
the Corporation any and all contracts, agreements or other
instruments of any nature pertaining to the business of the
Corporation;
(iv) at the request or in the absence or disability of the Chairman,
may, unless otherwise directed by the Board of Directors pursuant to
the By-Laws, attend in person or by substitute or proxy appointed by
such
<PAGE>
President, and act and vote on behalf of the Corporation at all
meetings of the stockholders of any corporation in which the
Corporation holds stock and grant any consent, waiver or power of
attorney in respect of such stock;
(v) at the request or in the absence or disability of the Chairman,
whenever in the opinion of such President it may be necessary or
appropriate, shall prescribe the duties of officers and employees of
the Corporation whose duties are not otherwise defined; and
(vi) shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
Vice President
--------------
29. (a) The Vice President shall, in the absence or disability of the President,
if the President has been designated chief executive officer of the Corporation
or if the President is acting pursuant to the provisions of Subsection 28(c)(ii)
of the By-Laws, have supervision, direction and control of the conduct of the
business of the Corporation, subject, however, to the control of the Directors
and the Executive Committee, if there be one.
(b) The Vice President may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the Corporation, and
when authorized by the Board of Directors or the Executive Committee, if there
be one, except in cases where the signing thereof shall be expressly delegated
by the Board of Directors or the Executive Committee to some other officer or
agent of the Corporation.
(c) The Vice President may, if the President has been designated chief
executive officer of the Corporation or if the President is acting pursuant to
the provisions of the By-Laws, at the request or in the absence or disability of
the President or in case of the failure of the President to appoint a substitute
or proxy as provided in the By-Laws, unless otherwise directed by the Board of
Directors pursuant to the By-Laws, attend in person or by substitute or proxy
appointed by such Vice President and act and vote on behalf of the Corporation
at all meetings of the stockholders of any corporation in which the Corporation
holds stock and grant any consent, waiver or power of attorney in respect of
such stock.
<PAGE>
(d) The Vice President shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or by the
Board of Directors.
(e) If there be more than one Vice President, the Board of Directors may
designate one or more of such Vice Presidents as an Executive Vice President or
a Senior Vice President. The Board of Directors may assign to such Vice
Presidents their respective duties and may, if the President has been designated
chief executive officer of the Corporation or if the President is acting
pursuant to the provisions of Subsection 28(c)(ii) of the By-Laws, designate the
order in which the respective Vice Presidents shall have supervision, direction
and control of the business of the Corporation in the absence or disability of
the President.
The Secretary
-------------
30. (a) The Secretary shall attend all meetings of the Board of Directors and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose; and shall perform like duties
for the Executive Committee and any other committees created by the Board of
Directors.
(b) The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders, the Board of Directors, or the Executive Committee of which
notice is required to be given by law or by the By-Laws.
(c) The Secretary shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or the
Board of Directors.
(d) Any records kept by the Secretary shall be the property of the
Corporation and shall be restored to the Corporation in case of the Secretary's
death, resignation, retirement or removal from office.
(e) The Secretary shall be the custodian of the seal of the Corporation
and, pursuant to the By-Laws and in other instances where the execution of
documents on behalf of the Corporation is authorized by the By-Laws or by the
Board of Directors, may affix the seal to all instruments requiring it and
attest the ensealing and the execution of such instruments.
<PAGE>
(f) The Secretary shall have control of the stock ledger, stock
certificate book and all books containing minutes of any meeting of the
stockholders, Board of Directors, or Executive Committee or other committee
created by the Board of Directors, and of all formal records and documents
relating to the corporate affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of the Secretary's duties, shall exercise the
powers and duties of the Secretary at the request or in the absence or
disability of the Secretary, and shall exercise such other powers and duties as
may be prescribed by the Board of Directors.
The Treasurer
-------------
31. (a) The Treasurer shall be responsible for the safekeeping of the corporate
funds and securities of the Corporation, and shall maintain and keep in custody
of full and accurate accounts of receipts and disbursements in books belonging
to the Corporation, and shall deposit all moneys and other funds of the
Corporation in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements.
(c) Pursuant to Section 44 of the By-Laws, the Treasurer may, when
authorized by the Board of Directors, affix the seal to all instruments
requiring it and shall attest the ensealing and execution of said instruments.
(d) The Treasurer shall exhibit at all reasonable times such accounts and
records to any director of the Corporation upon application during business
hours at the office of the Corporation where such accounts and records are kept.
(e) The Treasurer shall render an account of all transactions as Treasurer
at all regular meetings of the Board of Directors, or whenever the Board may
require it, and at such other times as may be requested by the Board or by any
director of the Corporation.
<PAGE>
(f) If required by the Board of Directors, the Treasurer shall give the
Corporation a bond, the premium on which shall be paid by the Corporation, in
such form and amount and with such surety or sureties as shall be satisfactory
to the Board, for the faithful performance of the duties of the Treasurer's
office, and for the restoration to the Corporation in case of the Treasurer's
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind belonging to the Corporation
in the possession or under the control of the Treasurer.
(g) The Treasurer shall perform all duties generally incident to the
office of Treasurer, and shall have other powers and duties as from time to time
may be prescribed by law, by the By-Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of the Treasurer's duties, shall exercise the
powers and duties of the Treasurer at the request or in the absence or
disability of the Treasurer, and shall exercise such other powers and duties as
may be prescribed by the Board of Directors. If required by the Board of
Directors, any Assistant Treasurer shall give the Corporation a bond, the
premium on which shall be paid by the Corporation, similar to that which may be
required to be given by the Treasurer.
Comptroller
-----------
32. (a) If and when elected by the Board of Directors, the Comptroller of the
Corporation shall be the principal accounting officer of the Corporation and
shall be accountable to and report directly to the Board of Directors. If
required by the Board of Directors, the Comptroller shall give the Corporation a
bond, the premium on which shall be paid by the Corporation, in such form and
amount and with such surety or sureties as shall be satisfactory to the Board,
for the faithful performance of the duties of the Comptroller's office.
(b) He shall keep or cause to be kept full and complete books of account
of all operations of the Corporation and of its assets and liabilities.
(c) The Comptroller shall have custody of all accounting records of the
Corporation other than the record of receipts and disbursements and those
relating to the deposit or custody of money or securities of the Corporation,
which shall be in the custody of the Treasurer.
<PAGE>
(d) The Comptroller shall exhibit at all reasonable times the books of
account and records to any director of the Corporation upon application during
business hours at the office of the Corporation where such books of account and
records are kept.
(e) The Comptroller shall render reports of the operations and business
and of the condition of the finances of the Corporation at regular meetings of
the Board of Directors, and at such other times as he may be requested by the
Board or any director of the Corporation, and shall render a full financial
report at the annual meeting of the stockholders, if called upon to do so.
(f) The Comptroller shall receive and keep custody of an original copy of
each written contract made by or on behalf of the Corporation.
(g) The Comptroller shall receive periodic reports from the Treasurer of
the Corporation of all receipts and disbursements, and shall see that correct
vouchers are taken for all disbursements for any purpose.
(h) The Comptroller shall perform all duties generally incident to the
office of Comptroller, and shall have such other powers and duties as from time
to time may be prescribed by law, by the By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant Comptrollers shall assist the
Comptroller in the performance of the Comptroller's duties, shall exercise the
powers and duties of the Comptroller at the request or in the absence or
disability of the Comptroller, and shall exercise such other powers and duties
as may be prescribed by the Board of Directors. If required by the Board of
Directors, any Assistant Comptroller shall give the Corporation a bond, the
premium on which shall be paid by the Corporation, similar to that which may be
required to be given by the Comptroller.
Vacancies
---------
33. If the office of any director becomes vacant by reason of death,
resignation, retirement, disqualification, or otherwise, the remaining
directors, by the vote of a majority of those then in office at a meeting, the
notice of which shall have specified the filling of such vacancy as one of its
purposes, may choose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurs. If the office of any officer of the
Corporation shall become vacant for any reason,
<PAGE>
the Board of Directors, at a meeting, the notice of which shall have specified
the filling of such vacancy as one of its purposes, may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred. Pending action by the Board of Directors at such meeting, the Board of
Directors or the Executive Committee may choose a successor temporarily to serve
as an officer of the Corporation.
Resignations
------------
34. Any officer or any director of the Corporation may resign at any time, such
resignation to be made in writing and transmitted to the Secretary. Such
resignation shall take effect from the time of its acceptance, unless some time
be fixed in the resignation, and then from that time. Nothing herein shall be
deemed to relieve any officer from liability for breach of any contract of
employment resulting from any such resignation.
Duties of Officers May be Delegated
-----------------------------------
35. In case of the absence or disability of any officer of the Corporation, or
for any other reason the Board of Directors may deem sufficient, the Board, by
vote of a majority of directors then in office, may, notwithstanding any
provisions of the By-Laws, delegate or assign, for the time being, the powers or
duties, or any of them, of such officer to any other officer or to any director.
Indemnification of Directors, Officers and Employees
----------------------------------------------------
36. (a) A director shall not be personally liable for monetary damages as such
for any action taken, or any failure to take any action, unless the director has
breached or failed to perform the duties of such director's office under the
General Corporation Law of the State of Delaware, and the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. The
provisions of this subsection (a) shall not apply to the responsibility or
liability of a director pursuant to any criminal statute, or the liability of a
director for the payment of taxes pursuant to local, state or federal law.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
whether formal or informal, and whether brought by or in the right of the
Corporation, its stockholders or otherwise, by reason of the fact that such
person was a director, officer or employee of the Corporation (and may indemnify
any person who was an agent of the
<PAGE>
Corporation), or a person serving at the request of the Corporation as a
director, officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by law, including without limitation
indemnification against expenses (including attorneys' fees and disbursements),
damages, punitive damages, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such proceeding to the fullest extent permitted by law.
(c) The Corporation shall pay the expenses (including attorneys' fees and
disbursements) actually and reasonably incurred in defending a civil or criminal
action, suit or proceeding on behalf of any person entitled to indemnification
under Subsection (b) in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation, and may pay such expenses in advance on behalf
of any agent on receipt of a similar undertaking. The financial ability of such
person to make such repayment shall not be a prerequisite to the making of an
advance.
(d) For purposes of this Section: (i) the Corporation shall be deemed to
have requested an officer, director, employee or agent to serve as fiduciary
with respect to an employee benefit plan where the performance by such person of
duties to the Corporation also imposes duties on, or otherwise involves services
by, such person as a fiduciary with respect to the plan; (ii) excise taxes
assessed with respect to any transaction with an employee benefit plan shall be
deemed "fines"; and (iii) action taken or omitted by such person with respect to
any employee benefit plan in the performance of duties for a purpose reasonably
believed to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the Corporation.
(e) To further effect, satisfy or secure the indemnification obligations
provided herein or otherwise, the Corporation may maintain insurance, obtain a
letter of credit, act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification agreements,
pledge or grant a security interest in any assets or properties of the
Corporation, or use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and conditions as the Board of
Directors shall deem appropriate.
<PAGE>
(f) All rights of indemnification under this Section shall be deemed a
contract between the Corporation and the person entitled to indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally bound. Any repeal, amendment or modification hereof shall be
prospective only, and shall not limit, but may expand, any rights or obligations
in respect of any proceeding, whether commenced prior to or after such change,
to the extent such proceeding pertains to actions or failures to act occurring
prior to such change.
(g) The indemnification, as authorized by this Section, shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in an
official capacity and as to action in any other capacity while holding such
office. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs, executors and administrators
of such person.
Stock of Other Corporations
---------------------------
37. The Board of Directors may authorize any director, officer or other person
on behalf of the Corporation to attend, act and vote at meetings of the
stockholders of any corporation in which the Corporation shall hold stock, and
to exercise thereat any and all of the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such meetings and
calls therefor.
Certificates of Stock
---------------------
38. The certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall exhibit
the holder's name and number of shares and may include the holder's address. No
fractional shares of stock shall be issued. Certificates of stock shall be
signed by the Chairman, President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be
sealed with the seal of the Corporation. Where any certificate of stock is
signed by a transfer agent or transfer clerk, who may be but need not be an
officer or employee of the Corporation, and by a registrar, the signature of any
such Chairman, President, Vice President,
<PAGE>
Secretary, Assistant Secretary, Treasurer, or Assistant Treasurer upon such
certificate may be facsimiles, engraved or printed. In case any such officer who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such before such certificate of stock is issued, it may be
issued by the Corporation with the same effect as if such officer had not ceased
to be such at the date of its issue.
Transfer of Stock
-----------------
39. Transfers of stock shall be made on the books of the Corporation only by the
person named in the certificate or by attorney, lawfully constituted in writing,
and upon surrender of the certificate therefor.
Fixing of Record Date
---------------------
40. The Board of Directors is authorized to fix a time, not exceeding fifty (50)
days preceding the date of any meeting of stockholders or the date fixed for the
payment of any dividend or the making of any distribution, or for the delivery
of evidences of rights or evidences of interests arising out of any change,
conversion or exchange of capital stock, as a record time for the determination
of the stockholders entitled to notice of, and to vote at, such meeting, or
entitled to receive any such dividend, distribution, rights or interests as the
case may be; and all persons who are holders of record of capital stock at the
time so fixed, and no others, shall be entitled to notice of, and to vote at,
such meeting, and only stockholders of record at such time shall be entitled to
receive any such notice, dividend, distribution, rights or interests.
Registered Stockholders
-----------------------
41. The Corporation shall be entitled to treat the holder of record of any share
or shares of stock as the holder in fact thereof, and accordingly shall not be
bound to recognize any equitable or other claim to, or interest in, such share
on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by statutes of the State of Delaware.
Lost Certificates
-----------------
42. Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact, whereupon a new certificate may
be issued of the same tenor and for the same number of shares as the one alleged
to be lost or destroyed; provided, however, that the Board of Directors may
<PAGE>
require, as a condition to the issuance of a new certificate, the payment of the
reasonable expenses of such issuance or the furnishing of a bond of indemnity in
such form and amount and with such surety or sureties, or without surety, as the
Board of Directors shall determine, or both the payment of such expenses and the
furnishing of such bond, and may also require the advertisement of such loss in
such manner as the Board of Directors may prescribe.
Inspection of Books
-------------------
43. The Board of Directors may determine whether and to what extent, and at what
time and places and under what conditions and regulations, the accounts and
books of the Corporation (other than the books required by statute to be open to
the inspection of stockholders), or any of them, shall be open to the inspection
of stockholders, and no stockholder shall have any right to inspect any account
or book or document of the Corporation, except as such right may be conferred by
statutes of the State of Delaware or by the By-Laws or by resolution of the
Board of Directors or of the stockholders.
Checks, Notes, Bonds and Other Instruments
------------------------------------------
44. (a) All checks or demands for money and notes of the Corporation shall be
signed by such person or persons (who may but need not be an officer of officers
of the Corporation) as the Board of Directors may from time to time designate,
either directly or through such officers of the Corporation as shall, by
resolution of the Board of Directors, be authorized to designate such person or
persons. If authorized by the Board of Directors, the signatures of such
persons, or any of them, upon any checks for the payment of money may be made by
engraving, lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect as if such
persons had actually signed the same.
(b) All bonds, mortgages and other instruments requiring a seal, when
required in connection with matters which arise in the ordinary course of
business or when authorized by the Board of Directors, shall be executed on
behalf of the Corporation by the Chairman or the President or a Vice President,
and the seal of the Corporation shall be thereupon affixed by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer, who shall,
when required, attest the ensealing and execution of said instrument. If
authorized by the Board of Directors, a facsimile of the seal may be employed
and such facsimile of the seal may be engraved, lithographed or printed and
shall have the
<PAGE>
same force and effect as an impressed seal. If authorized by the Board of
Directors, the signatures of the Chairman or the President or a Vice President
and the Secretary or an Assistant Secretary or the Treasurer or Assistant
Treasurer upon any engraved, lithographed or printed bonds, debentures, notes or
other instruments may be made by engraving, lithographing or printing thereon a
facsimile of such signatures, in lieu of actual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall have the same
force and effect as if such officers had actually signed the same. In case any
officer who has signed, or whose facsimile signature appears on, any such bonds,
debentures, notes or other instruments shall cease to be such officer before
such bonds, debentures, notes or other instruments shall have been delivered by
the Corporation, such bonds, debentures, notes or other instruments may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person who signed the same, or whose facsimile signature appears thereon,
had not ceased to be such officer of the Corporation.
Receipts for Securities
-----------------------
45. All receipts for stocks, bonds or other securities received by the
Corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
such other person or persons as the Board of Directors or Executive Committee
shall designate.
Fiscal Year
-----------
46. The fiscal year shall begin the first day of January in each year.
Dividends
---------
47. (a) Dividends in the form of cash or securities, upon the capital stock of
the Corporation, to the extent permitted by law, may be declared by the Board of
Directors at any regular or special meeting.
(b) The Board of Directors shall have power to fix and determine, and from
time to time to vary, the amount to be reserved as working capital; to determine
whether any, and if any, what part of any, surplus of the Corporation shall be
declared as dividends; to determine the date or dates for the declaration and
payment or distribution of dividends; and, before payment of any dividend or the
making of any distribution, to set aside out of the surplus of the Corporation
such amount or amounts as the Board of Directors from time to time, in its
absolute discretion, may think proper as a reserve fund to meet
<PAGE>
contingencies, or for equalizing dividends, or for such other purpose as it
shall deem to be in the interest of the Corporation.
Notices
-------
48. (a) Whenever under the provisions of the By-Laws notice is required to be
given to any director, officer of stockholder, it shall not be construed to
require personal notice, but, except as otherwise specifically provided, such
notice may be given in writing: 1) by mail, by depositing a copy of the same in
a post office, letter box or mail chute, maintained by the United States Postal
Service, postage prepaid, addressed to such stockholder, officer or director, at
their address as the same appears on the books of the Corporation, or 2) by
telecopy, facsimile or electronic mail, directed to such stockholder, officer or
director, at their telecopy, facsimile or electronic mail address as the same
appears on the books of the Corporation, or such other address as requested by
the stockholder pursuant to Section 8 above.
(b) A stockholder, director or officer may waive in writing any notice
required to be given to such stockholder by law or by the By-Laws.
Participation in Meetings by Telephone
--------------------------------------
49. At any meeting of the Stockholders, Board of Directors or the Executive
Committee or any other committee designated by the Board of Directors, one or
more directors or stockholders may participate in such meeting in lieu of
attendance in person by means of the conference telephone or similar
communications equipment by means of which all persons participating in the
meeting will be able to hear and speak.
Amendments
----------
50. The By-Laws may be altered or amended by the affirmative vote of the holders
of a majority of the capital stock represented and entitled to vote at a meeting
of the stockholders duly held. The By-Laws may also be altered or amended by the
affirmative vote of a majority of the directors in office at a meeting of the
Board of Directors.
Exhibit B-35
METROPOLITAN EDISON COMPANY
BY-LAWS
(As Amended May 22, 1997)
<PAGE>
METROPOLITAN EDISON COMPANY
BY-LAWS
OFFICES
-------
1. The principal office of the corporation shall be located at 2800
Pottsville Pike, Muhlenberg Township, Berks County, Pennsylvania. The
corporation may also have offices at such other places, either within or without
the Commonwealth of Pennsylvania, as the Board of Directors may from time to
time designate or the business of the corporation may require.
SEAL
----
2. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal" and
"Pennsylvania". The corporate seal may be affixed to any certificates of stock,
bonds, debentures, notes or other engraved, lithographed or printed instruments,
by engraving, lithographing or printing thereon such seal or a facsimile
thereof, and such seal or facsimile thereof so engraved, lithographed or printed
thereon shall have the same force and effect, for all purposes, as if such
corporate seal had been affixed thereto by indentation.
SHAREHOLDERS' MEETINGS
----------------------
3. All meetings of the shareholders shall be held at the principal
office of the corporation or at such other place as shall be stated in the
notice of the meeting. All meetings of the shareholders shall be presided over
by the President or, in the event of his absence or disability, by any Vice
President, except when by statute, the Articles of Incorporation or any
amendment thereof, the election of a presiding officer by the shareholders
present at the meeting is required.
4. The annual meeting of shareholders shall be held during the month of
May in each year on such day and at such time as shall be determined by the
Board of Directors and specified in the notice of the meeting. At the annual
meeting the shareholders shall elect a Board of Directors of the corporation and
transact such other business as may properly be brought before the meeting.
Notice of the time and place thereof shall be given by mail at least ten (10)
days prior to the meeting, to each shareholder of record entitled to vote
thereat, at his address as the same shall appear on the books of the
corporation.
<PAGE>
5. Except as otherwise provided by law or by the Articles of
Incorporation, as amended, the holders of a majority of shares of the stock of
the Corporation issued and outstanding and entitled to vote, present in person
or represented by proxy, shall be requisite for, and shall constitute a quorum,
at all meetings of the stockholders. If, however, the holders of a majority of
such shares of stock shall not be present or represented by proxy at any such
meeting, the stockholders entitled to vote thereat, present in person or by
proxy, shall have power, by a majority vote of those present, to adjourn the
meeting from time to time without notice other than announcement at the meeting,
until the holders of the amount of stock requisite to constitute a quorum, as
aforesaid, shall be present in person or by proxy. At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
6. At all meetings of the shareholders each shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument executed in writing by such shareholder, or by his duly appointed
attorney, but no proxy dated more than eleven (11) months prior to any meeting
or election shall confer the right to vote thereat. Each holder of record of
stock having voting power shall be entitled to one vote for each share of stock
standing in the name of such holder on the stock transfer books of the
corporation, except as otherwise provided by law or the Articles of
Incorporation or any amendment thereto. The vote for directors, and upon the
demand of any shareholder or duly authorized proxy, the vote upon any question
before the meeting, shall be by ballot. All elections shall be determined and
all questions decided by a plurality vote, except when by statute or the
Articles of Incorporation or any amendment thereto a larger vote of the
shareholders shall be required. Any action which may be taken at a meeting of
the shareholders or of a class of shareholders may be taken without a meeting if
a consent or consents in writing, setting forth the action so taken, shall be
signed by all of the shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the corporation.
7. Nothing herein contained shall be construed to enlarge, limit or
impair the voting rights of the holders of the Preferred Stock of the
corporation, as set forth in the Articles of Incorporation of the corporation as
the same now exist or may hereafter be amended.
8. Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation or
any amendment thereto, may be called by the President, or by a majority of the
Board of Directors or by a majority of the Executive Committee, and shall be
<PAGE>
called by the President or the Secretary at the request in writing of one or
more shareholders who, by statute or the Articles of Incorporation or any
amendment thereto are entitled to call such meeting, upon at least ten (10)
days' written or printed notice to each shareholder of record entitled to vote
thereat, stating the place, day and hour of such meeting and the business
proposed to be transacted thereat. No business shall be transacted at such
meetings except with respect to matters specified in the notice, provided
however, that if all the shareholders of the corporation entitled to vote shall
be present in person or by proxy any business pertaining to the affairs of the
corporation may be transacted.
DIRECTORS
---------
9. The business and affairs of the corporation shall be managed by its
Board of Directors, or under the direction of the Board of Directors, which
shall consist of not less than four (4) nor more than ten (10) directors as
shall be fixed from time to time by a resolution adopted by the majority of the
entire Board of Directors, or by the consent of the shareholders, provided,
however, that no decrease in the number of directors constituting the entire
Board of Directors shall shorten the term of any incumbent director. Each
director shall be at least twenty-one years of age. Directors need not be
shareholders of the corporation. Directors shall be elected at the annual
meeting of shareholders, or, if any such election shall not be held, at a
shareholders' meeting called and held in accordance with the provisions of the
Business Corporation Law of the Commonwealth of Pennsylvania. Each director
shall serve until the next annual meeting of shareholders and thereafter until
his successor shall have been elected and shall qualify. If all the directors
shall, severally or collectively, consent in writing to any action to be taken
by the corporation, such action shall be as valid a corporate action as though
it had been authorized at a meeting of the Board of Directors.
10. Unless otherwise required by law, in the absence of fraud, no
contract or transaction between the corporation and one or more of its directors
or officers or between the corporation and any corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial or other interest, shall
be void or voidable solely for that reason, or solely because the director or
officer is present at or participates in the meeting of the Board of Directors
<PAGE>
that authorizes the contract or transaction, or solely because his or their
votes are counted for that purpose, if:
(a) the material facts as to the relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors and the Board authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors even though the
disinterested directors are less than a quorum or;
(b) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon and the contract or transaction is specifically
approved in good faith by vote of those shareholders; or
(c) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified by the Board of Directors
or the shareholders.
No director or officer shall be liable to account to the
corporation for any profit realized by him from or through any such contract or
transaction of the corporation by reason of his interest as aforesaid in such
contract or transaction if such contract or transaction shall be authorized,
approved or ratified as aforesaid.
MEETINGS OF THE BOARD
---------------------
11. At all meetings of the Board of Directors a majority of the
directors in office shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or any amendment thereto or by these By-Laws.
12. The first meeting of the Board of Directors held next after the
annual meeting of shareholders at which directors shall have been directed,
shall be held for the purpose of organization, the election of officers and the
transaction of any other business which may come before the meeting.
13. Regular meetings of the Board of Directors shall be held without
notice at such time and place as the Board of Directors may from time to time
determine.
<PAGE>
14. Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the President or, in the absence or disability of
the Chairman of the Board and the President, by a Vice President, or by any two
directors and may be held at the time and place designated in the call and
notice of the meeting. The Secretary, or other officer performing his duties,
shall give notice either personally or by telephone or by telegram at least
twenty-four hours before the meeting, or by mail at least three (3) days before
the meeting. Meetings may be held at any time and place without such notice if
all the directors are present or if those not present waive notice in writing,
either before or after the meeting.
15. Any regular or special meeting may be adjourned to any other time
at the same or any other place by a majority of the directors present at the
meeting whether or not a quorum shall be present at such meeting, and no notice
of the adjourned meeting shall be required other than announcement at the
meeting.
COMPENSATION OF DIRECTORS
-------------------------
16. Directors, as such shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular and special
meeting of the Board; but nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of board committees may be allowed like
compensation for attending committee meetings.
COMMITTEES
----------
17. The Board of Directors may by vote of the majority of the whole
Board create an Executive Committee consisting of two (2) or more of their own
number to hold office for such period as the Board shall determine. The Chairman
of the Board and the President shall each be a member of the Executive
Committee, and the Chairman of the Board shall be Chairman thereof and the
remaining members shall be elected by a majority vote of the whole Board of
Directors. The Board of Directors by a majority vote of the whole Board may fill
any vacancies in the Executive Committee and may designate one or more alternate
members who shall serve on the Executive Committee in the absence of any regular
member or members of such Committee.
Such Executive Committee shall advise with and aid the
officers of the corporation in all matters concerning its interest and the
management of its business, and shall, between meetings of the Board of
<PAGE>
Directors, have all the power of the Board of Directors in the management of the
business and affairs of the corporation, and shall have the power to authorize
the seal of the corporation to be affixed to all papers that may require it. The
taking of any action by the Executive Committee shall be conclusive evidence
that the Board of Directors was not in session at the time of such action. Any
action which may be taken at a meeting of the Executive Committee may be taken
without a meeting if a consent or consents in writing setting forth the action
so taken shall be signed by all of the members of the Committee and shall be
filed with the Secretary of the corporation.
The Executive Committee shall cause to be kept regular minutes
of its proceedings, which may be transcribed in the regular minute book of the
corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and shall be subject to revision or
alteration by the Board of Directors, provided that no rights of third persons
shall be affected by such revision or alteration. A majority of the Executive
Committee shall constitute a quorum at any meeting. The Executive Committee may,
from time to time, subject to the approval of the Board of Directors, prescribe
rules and regulations for the calling and conduct of meetings of the Committee,
and other matters relating to its procedure and the exercise of its powers.
From time to time the Board of Directors may appoint any other
committee or committees consisting of one or more of their own number for any
purpose or purposes, which committees shall have such powers and such tenure of
office as shall be specified in the resolution of appointment. The Board of
Directors by a majority vote of the whole Board may fill any vacancies on any
such committee or committees so appointed and may with respect to any such
committee designate one or more alternate members who shall serve in the absence
of any regular member or members on such committee. The chief executive officer
of the corporation shall be a member ex officio of all such committees of the
Board, unless the resolution appointing a particular committee specifically
excludes such ex officio membership by the chief executive officer.
OFFICERS
--------
18. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, one or more Vice Presidents, a Secretary,
one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, a Comptroller, and one or more Assistant Comptrollers. The Board of
<PAGE>
Directors may at any regular or special meeting appoint from among their own
number, a Chairman of the Board of Directors.
19. The Board of Directors, at its first meeting after the election of
Directors by the shareholders, shall choose a President from among their own
number, and a Secretary, a Treasurer, a Comptroller, and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant Comptrollers as it
shall deem necessary, none of whom need be members of the Board of Directors.
Such officers of the corporation shall hold office until the
first meeting of the Board of Directors after the next succeeding annual meeting
of shareholders and until their successors are chosen and qualified in their
stead. The President may not occupy any other such office. Except as above set
forth any two such offices may be occupied by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity.
20. The Board of Directors may appoint such other officers and agents
as it shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors.
21. The salary or other compensation of the officers, other than the
assistant officers, shall be fixed by the Board of Directors. The salaries or
other compensation of the assistant officers and all other employees shall, in
the absence of any action by the Board, be fixed by the President or such other
officers or executives as may be designated by the President.
22. Any officers or agents elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by vote of a
majority of the whole Board of Directors.
CHAIRMAN OF THE BOARD
---------------------
23. In the event that the Board of Directors shall appoint a Chairman
of the Board of Directors as herein provided, he shall, unless otherwise
directed by the Board of Directors, be the chief executive officer of the
corporation with authority, among other things, to sign in the name and on
behalf of the corporation any and all contracts, agreements, and other
instruments and documents pertaining to matters which arise in the normal
conduct or ordinary course of business of the corporation, shall hold office
until the next annual meeting of shareholders, shall preside at all meetings of
<PAGE>
the Board of Directors and shall have and exercise such powers and perform such
duties as may be assigned and conferred upon him by the Board of Directors.
PRESIDENT
---------
24. The President, at the request or in the absence, or during the
disability, of a Chairman of the Board of Directors functioning as the chief
executive officer of the corporation, shall be the chief executive officer of
the corporation. He shall, except as otherwise provided herein or by law,
preside at all meetings of the Board of Directors, the Executive Committee and
the shareholders. Subject to the control of the Board of Directors and any
Chairman of the Board of Directors functioning as chief executive officer of the
corporation, he shall have general supervision, direction and control of the
business and affairs of the corporation. He shall have such powers and duties as
are usually vested in the office of President of a corporation, and shall
perform such other and further duties as may from time to time be assigned to
him by the Board of Directors. He may sign in the name and on behalf of the
corporation any and all contracts, agreements and other instruments and
documents pertaining to matters which arise in the normal conduct or ordinary
course of business of the corporation.
VICE PRESIDENT AND VICE PRESIDENTS
----------------------------------
25. If there be one Vice President he shall, at the request or in the
absence or disability of the President, have supervision, direction and control
of the business of the corporation and exercise the duties and functions of the
President. He shall also have such powers and perform such other duties as may
be prescribed from time to time by law, the Articles of Incorporation or any
amendment thereof, the By-Laws, the Board of Directors or the President. If
there be more than one Vice President, the Board of Directors shall assign to
each of them the general scope of their respective duties, subject to detailed
specification thereof made from time to time, by the President, and the Board
shall designate which Vice President shall exercise the duties and functions of
the President during his absence or disability, and the Board may designate such
Vice President as the Executive Vice President. Any Vice President may sign in
the name and on behalf of the corporation contracts, agreements or other
instruments, and documents pertaining to matters which arise in the normal
conduct or ordinary course of business of the corporation, except in cases where
the signing thereof shall be expressly and exclusively delegated by the Board of
<PAGE>
Directors or the Executive Committee to some other officer or agent of the
corporation.
SECRETARY AND ASSISTANT SECRETARIES
-----------------------------------
26. The Secretary shall attend all meetings of the Board of Directors,
the Executive Committee, and the shareholders, and shall record all votes and
the minutes of all proceedings in a book or books to be kept by him for that
purpose, and shall perform like duties for other board committees when required.
He shall give, or cause to be given, notice of all meetings of the shareholders,
the Board of Directors and the Executive Committee, and shall perform such other
duties as may be prescribed by the Board of Directors or President. Any records
kept by him shall be the property of the corporation and shall be restored to
the corporation in case of his death, resignation, retirement or removal from
office. He shall be the custodian of the seal of the corporation and, when
authorized by the Board of Directors or by the President or a Vice President,
shall affix the seal to all instruments requiring it and shall attest the same
and/or the execution of such instruments as required. He shall have control of
the stock ledger, stock certificate book and other formal records and documents
relating to the corporate affairs of the corporation.
The Assistant Secretary or Assistant Secretaries shall assist
the Secretary in the performance of his duties, and shall exercise and perform
his powers and duties in his absence or disability, and shall also exercise such
powers and duties as may be conferred or required by the Board of Directors, or
by the President.
TREASURER AND ASSISTANT TREASURERS
----------------------------------
27. The Treasurer shall have the custody of the corporate funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation in such manner
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and directors at the regular
meetings of the Board of Directors, or whenever they may require it, a report of
cash receipts and disbursements and an account of all his transactions as
Treasurer.
<PAGE>
He shall give the corporation a bond, if required by the Board
of Directors, in such sum and with such sureties as may be satisfactory to the
Board of Directors, for the faithful performance of the duties of his office,
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
He shall perform all duties generally incident to the office
of Treasurer, and shall have other powers and duties as from time to time may be
prescribed by law, by the By-Laws, or by the Board of Directors.
The Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties, and shall exercise and perform
his powers and duties in his absence or disability and shall also exercise and
perform such duties as may be conferred or required by the Board of Directors,
or by the President.
COMPTROLLER AND ASSISTANT COMPTROLLERS
--------------------------------------
28. The Comptroller of the corporation shall have full control of all
the books of account of the corporation and keep a true and accurate record of
all property owned by it, of its debts and its revenues and expenses and shall
keep all accounting records of the corporation, other than the records of
receipts and disbursements and those relating to the deposit or custody of money
and securities of the corporation which shall be kept by the Treasurer, and
shall also make reports to the President and directors at the regular meetings
of the Board of Directors or whenever they may require them and others of or
relating to the financial condition of the corporation.
The Assistant Comptroller or Assistant Comptrollers shall
assist the Comptroller in the performance of his duties and shall exercise and
perform his powers and duties in his absence or disability and shall also
exercise such powers and perform such duties as may be conferred or required by
the Board of Directors, or by the President.
VACANCIES
---------
29. If the office of any director becomes vacant, for any reason,
including vacancies resulting from an increase in the number of directors, the
directors then in office, although less than a quorum, by a majority vote, may
<PAGE>
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.
If the office of any officer of the corporation shall become
vacant for any reason, the Board of Directors may choose a successor or
successors who shall hold office for the unexpired term in respect of which such
vacancy occurred.
RESIGNATIONS
------------
30. Any officer or any director of the corporation may resign at any
time, such resignation to be made in writing and to take effect from the time of
its receipt by the corporation, unless some time be fixed in the resignation,
and then from that time.
DUTIES OF OFFICERS MAY BE DELEGATED
-----------------------------------
31. In case of the absence of any officer of the corporation, or for
any other reason the Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being, the powers or duties, or any of
them, of such officer to any other officer.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
32. (a) A director shall not be personally liable for monetary damages
as such for any action taken, or any failure to take any action, on or after
January 27, 1987 unless the director has breached or failed to perform the
duties of his office under Section 1721 of the Business Corporation Law, as the
same may be amended from time to time, and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The provisions of
this subsection (a) shall not apply to the responsibility or liability of a
director pursuant to any criminal statute, or the liability of a director for
the payment of taxes pursuant to local, State or Federal law.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought by or in the
right of the corporation or otherwise, by reason of the fact that he was a
<PAGE>
director, officer or employee of the corporation (and may indemnify any person
who was an agent of the corporation), or a person serving at the request of the
corporation as a director, officer, partner, fiduciary or trustee of another
Company, partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by law, including without limitation
indemnification against expenses (including attorneys' fees and disbursements),
damages, punitive damages, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such proceeding unless the act or failure to act giving rise to the claim for
indemnification is finally determined by a court to have constituted willful
misconduct or recklessness.
(c) The corporation shall pay the expenses (including
attorneys' fees and disbursements) actually and reasonably incurred in defending
a civil or criminal action, suit or proceeding on behalf of any person entitled
to indemnification under subsection (b) in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation, and may pay such expenses in advance on
behalf of any agent on receipt of a similar undertaking. The financial ability
of such person to make such repayment shall not be a prerequisite to the making
of an advance.
(d) For purposes of this Section: (i) the corporation shall be
deemed to have requested an officer, director, employee or agent to serve as
fiduciary with respect to an employee benefit plan where the performance by such
person of duties to the corporation also imposes duties on, or otherwise
involves services by, such person as a fiduciary with respect to the plan; (ii)
excise taxes assessed with respect to any transaction with an employee benefit
plan shall be deemed "fines"; and (iii) action taken or omitted by such person
with respect to an employee benefit plan in the performance of duties for a
purpose reasonably believed to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
(e) To further effect, satisfy or secure the indemnification
obligations provided herein or otherwise, the corporation may maintain
insurance, obtain a letter of credit, act as self-insurer, create a reserve,
trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of the corporation, or use any other mechanism or arrangement
whatsoever in such amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate.
<PAGE>
(f) All rights of indemnification under this Section shall be
deemed a contract between the corporation and the person entitled to
indemnification under this Section pursuant to which the corporation and each
such person intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only and shall not limit, but may expand, any rights
or obligations in respect of any proceeding whether commenced prior to or after
such change to the extent such proceeding pertains to actions or failures to act
occurring prior to such change.
(g) The indemnification, as authorized by this Section, shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in any official capacity and as to action in any other capacity while
holding such office. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section shall continue as to a person who has
ceased to be an officer, director, employee or agent in respect of matters
arising prior to such time and shall inure to the benefit of the heirs,
executors and administrators of such person.
STOCK OF OTHER CORPORATIONS
---------------------------
33. The Board of Directors shall have the right to authorize any
officer or other person on behalf of the corporation to attend, act and vote at
meetings of the shareholders of any corporation in which the corporation shall
hold or own stock, and to exercise thereat any and all the rights and powers
incident to the ownership of such stock and to execute waivers of notice of such
meetings and calls therefor; and authority may be given to exercise the same
either on one or more designated occasions, or generally on all occasions until
revoked by the Board of Directors. In the event that the Board of Directors
shall fail to give such authority, such authority may be exercised by the
President in person or by proxy appointed by him on behalf of the corporation.
CERTIFICATES OF STOCK
---------------------
34. (a) Shares of the corporation shall be represented by certificates
or, except as limited by law, uncertificated shares.
(b) The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they are
issued. They shall be in a form approved by the Board of Directors. They shall
exhibit the holder's name and number of shares and shall be signed by the
<PAGE>
President or a Vice President and the Treasurer or an Assistant Treasurer and
the seal of the corporation shall be affixed thereto. Such certificates may, in
addition to the foregoing, be signed by a transfer agent or an assistant
transfer agent and by a registrar, who shall have been duly appointed for the
purpose by the Board of Directors. When such certificates are signed by a
transfer agent or an assistant transfer agent and by a registrar, the signature
of the President, Vice President, Treasurer and Assistant Treasurer upon any
such certificates may be affixed by engraving, lithographing or printing thereon
a facsimile of such signature, in lieu of actual signature, and such facsimile
signature so engraved, lithographed or printed thereon shall have the same force
and effect, as if such officer had actually signed the same. In case any officer
who has signed, or whose facsimile signature has been affixed to, any such
certificate shall cease to be such officer before such certificate shall have
been issued by the corporation, such certificate may nevertheless be issued and
delivered as though the person who signed such certificate, or whose facsimile
signature has been affixed thereto, had not ceased to be such officer of the
corporation at the date of the issue.
(c) Uncertificated shares may be issued upon initial issuance
of shares or upon transfer of certificated shares after surrender thereof to the
corporation. Within a reasonable time after issuance or transfer of
uncertificated shares, the corporation shall send to the registered owner the
information required to be set forth on the face of the certificate by Section
34(b) above.
TRANSFERS OF STOCK
------------------
35. Transfers of stock shall be made on the books of the corporation,
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.
FIXING RECORD DATE
------------------
36. Unless otherwise restricted by law or the Articles of Incorporation
or any amendment thereto, the Board of Directors may fix a time, not more than
ninety days prior to the date of any meeting of shareholders, or the date fixed
for the payment of any dividend or distribution, or the date for the allotment
of rights, or the date when any change or conversion or exchange of shares will
be made or go into effect, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, any such meeting, or entitled
to receive payment of any such dividend or distribution, or to receive any such
<PAGE>
allotment of rights, or to exercise the rights in respect to any such change,
conversion, or exchange of shares. In such case, only such shareholders as shall
be shareholders of record on the date so fixed shall be entitled to notice of,
or to vote at, such meeting or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after any record date fixed, as aforesaid. Unless a record date is fixed by the
Board of Directors for the determination of shareholders entitled to receive
notice of, or vote at, a shareholders' meeting, transferees of shares which are
transferred on the books of the corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of or to vote at such
meeting.
REGISTERED SHAREHOLDERS
-----------------------
37. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly otherwise provided by the statutes of
the Commonwealth of Pennsylvania.
LOST CERTIFICATES
-----------------
38. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, whereupon a new certificate
may be issued, of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed; provided, however, that the Board of Directors
may require, as a condition to the issuance of a new certificate, a bond of
indemnity in such form and amount and with such surety or sureties, or without
surety, as the Board of Directors shall determine to be sufficient to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate or the issuance of any such
new certificate, and may also require the advertisement of such loss in such
manner as the Board of Directors may prescribe.
<PAGE>
INSPECTION OF BOOKS
-------------------
39. The Board of Directors shall have power to determine whether and to
what extent, and at what time and places and under what conditions and
regulations, the accounts and books of the corporation (other than the books
required by statute to be open to the inspection of shareholders), or any of
them, shall be open to the inspection of shareholders, and no shareholders shall
have any right to inspect any account or book or document of the corporation,
except as such right may be conferred by the statutes of the Commonwealth of
Pennsylvania or by resolution of the Board of Directors or of the shareholders.
CHECKS, BONDS, DEBENTURES, NOTES, AND OTHER INSTRUMENTS
-------------------------------------------------------
40. All checks of the corporation shall be signed by such person or
persons (who may but need not be an officer or officers of the corporation) as
the Board of Directors may from time to time designate, either directly or
through such officers of the corporation as shall, by resolution of the Board of
Directors, be authorized to designate such person or persons.
All bonds, debentures, notes and other instruments requiring a
seal shall be signed on behalf of the corporation by the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. In case any officer who has signed any such bonds,
debentures, notes or other instruments shall cease to be such officer before
such bonds, debentures, notes or other instruments shall have been delivered by
the corporation, such bonds, debentures, notes or other instruments may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed the same had not ceased to be such officer of the
corporation.
To the extent authorized by the Board of Directors, the
signatures of the persons and officers referred to in the two preceding
paragraphs may be made by engraving, lithographing or printing on the
instruments there referred to facsimiles of such signatures in lieu of actual
signatures and such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such persons had actually
signed the same.
RECEIPT FOR SECURITIES
----------------------
41. All receipts for stocks, bonds or other securities received by the
corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
<PAGE>
such other person or persons as the Board of Directors or Executive Committee
shall designate.
FISCAL YEAR
-----------
42. The fiscal year shall begin the first day of January in each year.
DIVIDENDS
---------
43. Dividends upon the capital stock of the corporation may be declared
by the Board of Directors at any regular or special meeting, out of surplus or
net profits of the corporation legally available for such purpose.
The Board of Directors shall have power to fix and determine,
and from time to time to vary, the amount to be reserved as working capital; to
determine whether any, and if any, what part of any, surplus shall be declared
and paid as dividends, to determine the date or dates for the declaration or
payment of dividends; and to direct and determine the use and disposition of any
surplus. Before payment of any dividend or making any distribution of surplus
there may be set aside out of the surplus of the corporation such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation.
44. Reserved
NOTICES
-------
45. Whenever under the provisions of law or the Articles of
Incorporation or amendment thereto or these By-Laws notice is required to be
given to any director, officer or shareholder, it shall be sufficient if given
to such person either personally or by sending a copy thereof through the mail
or by telegram, charges prepaid, to the person's address appearing on the books
of the corporation or supplied by such person to the corporation for the purpose
of notice. If the notice is sent by mail or telegram, it shall be deemed to have
been given to the person entitled thereto when deposited in the United States
mail or with the telegraph office for transmission to such person.
<PAGE>
Whenever any written notice is required to be given under the
provisions of law or the Articles of Incorporation or any amendment thereto or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
JUDGES OF ELECTION
------------------
46. In advance of any meeting of the shareholders for the election of
directors, the Board of Directors may appoint judges of election, who need not,
except as otherwise provided by statute, be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting. The number of judges shall be
one or three. No person who is a candidate for office shall act as a judge. In
case any person appointed as judge fails to appear or fails or refuses to act,
the vacancy may be filled by appointment made at the meeting by the Board of
Directors in advance of the convening of the meeting, or at the meeting by the
chairman. The judge or judges so appointed shall determine the number of shares
outstanding and the voting power of each, the share represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies,
receive votes or ballots, hear and determine all challenges and questions in any
way arising in connection with the right to vote, count and tabulate all votes,
determine the result, and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. Judges of election shall perform
their duties impartially, in good faith, to the best of their ability, and as
expeditiously as is practical. If there be three judges of election, the
decision, act or certificate of a majority shall be effective in all respects as
the decision, act or certificate of all. On the request of the chairman of the
meeting, or of any shareholder or proxy for a shareholder, the judge or judges
shall make a report in writing of any challenge or question or matter determined
by such judge or judges, and execute a certificate of any fact found. Any such
report or certificate shall be prima facie evidence of the facts stated therein.
PARTICIPATION IN MEETINGS BY TELEPHONE
--------------------------------------
47. At any meeting of the Board of Directors or the Executive Committee
or any other committee designated by the Board of Directors, one or more
directors may participate in such meeting, in lieu of attendance in person, by
means of conference telephone or similar communications equipment, by means of
which all persons participating in the meeting can hear each other.
<PAGE>
INAPPLICABILITY OF SECTION 910 OF
---------------------------------
PENNSYLVANIA BUSINESS CORPORATION LAW
-------------------------------------
48. Effective December 23, 1983, Section 910 of the Pennsylvania
Business Corporation Law added by Pennsylvania Act No. 92 of 1983 (effective
December 23, 1983) shall not be applicable to the corporation. This By-Law 48
shall remain effective until rescinded by amendment to the Articles of
Incorporation.
PREVIOUS BY-LAWS REPEALED AND SUPERSEDED
----------------------------------------
49. All presently existing By-Laws of the corporation are hereby
repealed and superseded by these By-Laws; provided, however, that any actions
taken or rights which have accrued under prior By-Laws shall be valid and
enforceable.
AMENDMENTS
----------
50. These By-Laws may be added to, altered, amended or repealed by the
shareholders at any annual or special meeting, or by the Board of Directors at
any regular or special meeting; provided, however, that any By-Laws made by the
Board of Directors may be altered or repealed by the shareholders.
I, , Secretary of Metropolitan Edison Company, a corporation organized
and existing under the laws of the Commonwealth of Pennsylvania, hereby certify
that the foregoing is a true and complete copy of the By-Laws of said
Metropolitan Edison Company duly adopted and now in force.
WITNESS my hand and the seal of said Corporation this
day of ,
SECRETARY
Exhibit B-190
Form 245
Mallesons Stephen Jazues (LB 33)
Attn: Fiona McKenna
LVL 27
525 Collins St.
Melbourne VIC 3000
Certificate of Registration
On Change of Name
Corporations Law Sub-section 171 (12)
This is to certify that
AUSTRALIAN TRANSMISSION CORPORATION PTY LTD
Australian Company Number 079 798 173
did on the thirtieth day of October 1997 change its name to
GPU POWERNET PTY LTD
Australian Company Number 079 798 173
The company is a proprietary company.
The company is limited by shares.
The company is registered under the Corporations Law of Victoria and the date of
commencement of registration Is the first day of October, 1997.
Given under the seal of the
Australian Securities Commission On
this thirtieth day of October, 1997.
Exhibit C-5
INCENTIVE COMPENSATION PLAN FOR ELECTED OFFICERS OF
GPU SERVICE, INC.
(AS AMENDED AND RESTATED APRIL 20, 1998)
1. Purpose.
--------
The purpose of the Incentive Compensation Plan for Elected Officers of
GPU Service, Inc. (the "Plan") is to attract and retain highly qualified
employees, to obtain from each the best possible performance, and to underscore
the importance to them of achieving particular business objectives established
for GPU Service, Inc. and its affiliates.
2. Definitions.
------------
For the purposes of the Plan, the following terms shall have the
following meanings:
A. Awards. Incentive Compensation Awards made pursuant to the
Plan.
B. Board. The Board of Directors of GPU, Inc. unless otherwise
specified.
C. Change in Control. A "Change in Control" shall mean the
occurrence of:
(1) An acquisition (other than directly from the Corporation) of
any common stock of the Corporation ("Common Stock") or other
voting securities of the Corporation entitled to vote generally
for the election of directors (the "Voting Securities") by any
"Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
1
<PAGE>
promulgated under the Exchange Act) of twenty percent (20%) or
more of the then outstanding shares of Common Stock or the
combined voting power of the Corporation's then outstanding
Voting Securities; provided, however, in determining whether a
Change in Control has occurred, Voting Securities which are
acquired in a "Non-Control Acquisition" (as hereinafter defined)
shall not constitute an acquisition which would cause a Change in
Control. A "Non-Control Acquisition" shall mean an acquisition by
(A) an employee benefit plan (or a trust forming a part thereof)
maintained by (i) the Corporation or (ii) any corporation or
other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or
indirectly, by the Corporation (for purposes of this definition,
a "Subsidiary"), (B) the Corporation or its Subsidiaries, or (C)
any Person in connection with a "Non-Control Transaction" (as
hereinafter defined);
(2) The individuals who, as of August 1, 1996, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute
at least seventy percent (70%) of the members of the Board;
provided, however, that if the election, or nomination for
election by the Corporation's shareholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or
2
<PAGE>
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board (a "Proxy Contest")
including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest; or
(3) The consummation of:
(A)A merger, consolidation or reorganization with or into
the Corporation, or in which securities of the Corporation are
issued, unless such merger, consolidation or reorganization is a
"Non-Control Transaction." A "Non-Control Transaction" shall mean
a merger, consolidation or reorganization with or into the
Corporation or in which securities of the Corporation are issued
where:
(i) the shareholders of the Corporation, immediately
before such merger, consolidation or reorganization, own directly
or indirectly immediately following such merger, consolidation or
reorganization, at least sixty percent (60%) of the combined
voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the
same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization,
(ii) the individuals who were members of the Incumbent
Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization
constitute at least seventy percent (70%) of the members of the
board of directors of the Surviving Corporation, or a
3
<PAGE>
corporation, directly or indirectly, beneficially owning a
majority of the Voting Securities of the Surviving Corporation,
and
(iii) no Person other than (w) the Corporation, (x) any
Subsidiary, (y) any employee benefit plan (or any trust forming a
part thereof) that, immediately prior to such merger,
consolidation or reorganization, was maintained by the
Corporation or any Subsidiary, or (z) any Person who, immediately
prior to such merger, consolidation or reorganization had
Beneficial Ownership of twenty percent (20%) or more of the then
outstanding Voting Securities or common stock of the Corporation,
has Beneficial Ownership of twenty percent (20%) or more of the
combined voting power of the Surviving Corporation's then
outstanding voting securities or its common stock.
(B)A complete liquidation or dissolution of the
Corporation; or
(C)The sale or other disposition of all or substantially
all of the assets of the Corporation to any Person (other than a
transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person")
acquired Beneficial Ownership of more than the permitted amount
of the then outstanding Common Stock or Voting Securities as a
result of the acquisition of Common Stock or Voting Securities by
the Corporation which, by reducing the number of shares of Common
4
<PAGE>
Stock or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject
Persons, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the
acquisition of shares of Common Stock or Voting Securities by the
Corporation, and after such share acquisition by the Corporation,
the Subject Person becomes the Beneficial Owner of any additional
shares of Common Stock or Voting Securities which increases the
percentage of the then outstanding shares of Common Stock or
Voting Securities Beneficially Owned by the Subject Person, then
a Change in Control shall occur.
D. Chief Executive Officer. The Chief Executive Officer of the
Company.
E. Committee. The Personnel, Compensation and Nominating Committee
of the Board or any successor thereto.
F. Company. GPU Service, Inc.
G. Corporation. GPU, Inc.
H. Employee. An individual who was on the active salaried
payroll of the Company or an affiliate of the Company at any
time during the period for which an Award is made.
I. Officer. An Officer of the Company who is elected by the
Company's Board of Directors and is an Employee of the Company,
but not including Assistant Comptrollers, Assistant Secretaries
and Assistant Treasurers.
J. Performance Period. The fiscal year (currently the calendar
year) for which Awards are made.
5
<PAGE>
3. Effective Date.
---------------
The effective date of the Plan is July 1, 1987.
4. Amounts Available for Awards.
-----------------------------
A. The aggregate amount available for Awards for any Performance
Period shall be determined by the Board upon the recommendation of the
Committee.
B. No Awards shall be made for a Performance Period if during such
Performance Period no dividends were declared or paid on shares of Common Stock.
5. Eligibility for Awards.
- -- -----------------------
A. The Chief Executive Officer shall determine the Officers, if any,
who are eligible for Awards for each Performance Period, subject, in the case of
Officers who are also Officers of the Corporation, to the concurrence of the
Board.
B. The Chief Executive Officer may include, among Officers eligible
for Awards for a Performance Period, Officers whose employment terminated
(whether by reason of retirement, death, disability or other cause) during such
Performance Period.
6. Determination of Amounts of Awards.
-----------------------------------
A. The Chief Executive Officer shall determine the amounts of Awards
subject, in the case of Officers who are also Officers of the Corporation, to
the concurrence of the Board, either at or following the end of the Performance
Period to which they relate. The amount of the Awards to be made for any
Performance Period shall be so determined in accordance with the methods and
procedures set forth in the GPU System Officer Incentive Compensation Plan
Administrative Manual as in effect for such Performance Period (the "Manual").
6
<PAGE>
B. Notwithstanding the foregoing or any other provision herein or in
the Manual to the contrary, if a Change in Control occurs, then in respect of
the Performance Period in which the Change in Control occurs (and in respect of
the previous Performance Period if the Change in Control occurs prior to the
time Awards for such Performance Period have been made), the following
provisions shall apply:
(i) each objective of the Company's for each such Performance
Period shall be deemed to have been 100% achieved;
(ii) the Company's Final Pool for each such Performance Period
shall be deemed to be 100% of the Company's Target Pool for each such
Performance Period (or if, as of the date of the Change in Control, the Target
Pool has not been determined for the Performance Period, the Target Pool for the
immediately preceding Performance Period);
(iii) each Officer who, prior to the occurrence of such Change in
Control, was determined to be eligible for an Award for each such Performance
Period ("Eligible Officer") shall be entitled to receive an Award for each such
Performance Period;
(iv) the amount of the Award to be made to each Eligible Officer
shall be determined by multiplying the Company's Final Pool for each such
Performance Period by a fraction the numerator of which is the amount of the
Eligible Officer's annual base salary that was taken into account in determining
the Company's Target Pool for each such Performance Period, and the denominator
of which is the aggregate amount of the Annual Base Salaries of all Eligible
Officers so taken into account; provided, however, that in the event an Eligible
7
<PAGE>
Officer is terminated by the Company without "Cause" (as defined below) during
the Performance Period in which a Change in Control occurs, the amount of the
Award to be made to such Eligible Officer in respect of that Performance Period
shall be the amount determined above multiplied by a fraction, the numerator of
which is the number of days that have elapsed since the end of the immediately
preceding Performance Period through the date of termination and the denominator
of which is 365.
A termination is for Cause if the Eligible Officer is convicted of a felony or
where the Eligible Officer (1) intentionally and continually failed
substantially to perform his or her reasonably assigned duties with the Company
(other than a failure resulting from the Eligible Officer's incapacity due to
physical or mental illness) which failure continued for a period of at least
thirty (30) days after a written notice of demand for substantial performance,
signed by a duly authorized officer, has been delivered to the Eligible Officer
specifying the manner in which he or she has failed substantially to perform, or
(2) intentionally engaged in conduct which is demonstrably and materially
injurious to the Corporation or the Company. No act, nor failure to act, on the
Eligible Officer's part, shall be considered "intentional" unless he or she has
acted, or failed to act, with a lack of good faith and with a lack of reasonable
belief that the Eligible Officer's action or failure to act was in the best
interest of the Corporation and the Company.
7. Form of Awards.
---------------
Awards shall be made in cash.
8
<PAGE>
8. Payment of Awards.
------------------
Unless it has been deferred pursuant to the GPU System Companies
Deferred Compensation Plan, an Award shall be paid as soon as practicable after
it is made, but in any event by no later than 60 days after the date on which
the Award has been made; provided, however, that if an Eligible Officer is
entitled to a pro-rated Award pursuant to the proviso in Section 6.B(iv), such
pro-rated Award shall be paid within twenty (20) days after the Eligible
Officer's date of termination.
9. Special Awards and Other Plans.
-------------------------------
Nothing contained in the Plan shall prohibit the Company from granting
special performance or recognition awards under such conditions, and in such
form and manner as it sees fit, or from establishing other incentive
compensation plans providing for the payment of incentive compensation to
Employees; provided, however, that an Officer who receives an Award under this
Plan shall not receive an award for the same Performance Period under any other
annual incentive plan.
10. Amendment and Interpretation of the Plan.
-----------------------------------------
A. The Chief Executive Officer shall have the right to amend, modify,
suspend, or terminate the Plan at any time or from time to time, provided that
any amendment to Section 4, Section 6 or this Section 10.A shall be subject to
the concurrence of the Board; provided further, however, that Section 2.C,
Section 6 and this Section 10 may not be amended or modified, and the Plan may
not be suspended or terminated, (i) at the request of a third party who has
indicated an intention or taken steps reasonably calculated to effect a Change
in Control and who effectuates a Change in Control, (ii) within six (6) months
prior to, or otherwise in connection with, or in anticipation of, a Change in
9
<PAGE>
Control which has been threatened or proposed and which actually occurs, or
(iii) following a Change in Control, if the amendment, modification, suspension
or termination adversely affects the rights of any Eligible Officer under the
Plan. No amendment or termination of the Plan shall reduce or otherwise
adversely affect an Award already made hereunder without the consent of the
Officer affected.
B. The Chief Executive Officer is authorized to determine in his
discretion all questions that may arise as to the construction or interpretation
of the Plan, and to resolve any claims that may arise with respect to any
Officer's rights or entitlement to any payment under the Plan. The decision of
the Chief Executive Officer with respect to any such questions or claims shall
be final, conclusive and binding on all parties. Notwithstanding the foregoing,
any decision made by the Chief Executive Officer after the occurrence of a
Change in Control shall be subject to judicial review under a "de novo", rather
than a deferential, standard.
11. Miscellaneous.
--------------
A. All expenses and costs in connection with the operation of the Plan
shall be borne by the Company.
B. All Awards under the Plan are subject to applicable withholding for
federal, state and local taxes.
C. The Participation of any Officer in the Plan may be terminated at
any time. No promise or representation, either express or implied, is made to
any Officer with respect to continued employment, transfer or promotion because
of his or her participation in the Plan.
D. Each Officer who is a participant in the Plan shall have the status
of a general unsecured creditor of the Company with respect to any amounts
payable to the Officer hereunder. The Plan shall constitute a mere promise by
the Company to make payments in the future of the Awards provided for herein. It
is the intention of the Company that the arrangements reflected in this Plan be
treated as unfunded for tax purposes and, if it should be determined that Title
I of ERISA is applicable to such arrangements, for purposes of Title I of ERISA.
<PAGE>
E. An Officer's rights to payments under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of the Officer or the
Officer's beneficiary.
Exhibit D-1
Amendment to Agreement of
GPU, Inc. and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
--------------------------------------------------
WHEREAS, GPU, Inc.("GPU") and certain of its subsidiaries have
entered into the Agreement of GPU, Inc. and its Subsidiaries related to
Consolidated Federal Income Tax Returns, dated May 26, 1983 ("Tax Allocation
Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation
Agreement, additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to evidence
their agreement to the allocation of consolidated federal income taxes as
therein provided.
NOW THEREFORE, in consideration of the provisions, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST GPU Solar, Inc.
By:/s/ James T. Howard /s/ Bruce L. Levy, President
------------------------- ----------------------------
November 11, 1997
<PAGE>
Exhibit D-1
Amendment to Agreement of
GPU, Inc. and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
--------------------------------------------------
WHEREAS, GPU, Inc.("GPU") and certain of its subsidiaries have
entered into the Agreement of GPU, Inc. and its Subsidiaries related to
Consolidated Federal Income Tax Returns, dated May 26, 1983 ("Tax Allocation
Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation
Agreement, additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to evidence
their agreement to the allocation of consolidated federal income taxes as
therein provided.
NOW THEREFORE, in consideration of the provisions, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST GPU Power Ireland, Inc.
By:/s/ James T. Howard /s/ Bruce L. Levy, President
------------------- ----------------------------
October 16, 1997
<PAGE>
Exhibit D-1
Amendment to Agreement of
GPU, Inc. and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, GPU, Inc.("GPU") and certain of its subsidiaries have
entered into the Agreement of GPU, Inc. and its Subsidiaries related to
Consolidated Federal Income Tax Returns, dated May 26, 1983 ("Tax Allocation
Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation
Agreement, additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to evidence
their agreement to the allocation of consolidated federal income taxes as
therein provided.
NOW THEREFORE, in consideration of the provisions, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST Austran Holdings, Inc.
By:/s/ James T. Howard /s/ Bruce L. Levy, President
----------------------- ----------------------------
October 10, 1997
<PAGE>
Exhibit D-1
Amendment to Agreement of
GPU, Inc. and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, GPU, Inc.("GPU") and certain of its subsidiaries have
entered into the Agreement of GPU, Inc. and its Subsidiaries related to
Consolidated Federal Income Tax Returns, dated May 26, 1983 ("Tax Allocation
Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation
Agreement, additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to evidence
their agreement to the allocation of consolidated federal income taxes as
therein provided.
NOW THEREFORE, in consideration of the provisions, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST GPU Australia Holdings, Inc.
By:/s/ James T. Howard /s/ Bruce L. Levy, President
--------------------------------- ----------------------------
October 10, 1997
<PAGE>
Exhibit D-1
Amendment to Agreement of
GPU, Inc. and Its Subsidiaries
Related to Consolidated Federal Income Tax Returns
Dated May 26, 1983
WHEREAS, GPU, Inc.("GPU") and certain of its subsidiaries have
entered into the Agreement of GPU, Inc. and its Subsidiaries related to
Consolidated Federal Income Tax Returns, dated May 26, 1983 ("Tax Allocation
Agreement");
WHEREAS, subsequent to the execution of the Tax Allocation
Agreement, additional GPU subsidiary corporations have been organized; and
WHEREAS, it is appropriate and desirable that such additional
subsidiaries formally become parties to the Tax Allocation Agreement to evidence
their agreement to the allocation of consolidated federal income taxes as
therein provided.
NOW THEREFORE, in consideration of the provisions, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned has hereby executed the Tax Allocation Agreement as of the date
indicated below:
ATTEST GPU International Asia, Inc.
By:/s/ James T. Howard /s/ Bruce L. Levy, President
--------------------------------- ----------------------------
January 12, 1997
Exhibit E-1
VENTURE DISCLOSURES
-------------------
Licensing of Computer Programs
to Nonassociated Companies
------------------------------
Pursuant to the provisions contained in the Securities and Exchange
Commission's (SEC) Order dated August 29, 1990 for SEC File No. 70-7675, neither
Jersey Central Power & Light Company, Metropolitan Edison Company nor
Pennsylvania Electric Company entered into any transactions nor recognized any
revenues during the calendar year 1997 for activity related to the licensing of
computer programs to nonassociated companies.
Exhibit E-2
VENTURE DISCLOSURES
-------------------
Fiber Optic System Lease Agreements
with Nonassociated Companies
-----------------------------------
Pursuant to the provisions contained in the Securities and Exchange
Commission's (SEC) Order dated August 2, 1994 for SEC File No. 70-7850, the
following activity is reported thereunder related to the leasing of fiber optic
cable capacity to nonassociated companies:
Lease Agreement with MCI
- ------------------------
(1) GPU Service, Inc. (GPUS), individually and as agent for Jersey Central
Power & Light Company (JCP&L) and Metropolitan Edison Company (Met-Ed),
entered into an agreement to lease some portion of reserve fiber optic
cable capacity to MCI Telecommunications Corporation, 1133 19th Street,
N.W., Washington D.C. 20036
(2) The initial term of the lease agreement with MCI is for a period of 3
1/2 years. On September 23, 1994, the initial term of this agreement
was extended through October 31, 1997.
(3) During 1997, JCP&L and Met-Ed's cumulative revenues and expenses
related to the leasing of fiber optic cable capacity were as follows:
(In Thousands)
Revenues Expenses
JCP&L $ 249 $ 12
Met-Ed 371 93
----- -----
Total $ 620 $ 105
===== =====
Exhibit E-3
VENTURE DISCLOSURES
-------------------
Services to Non-Affiliated Utilities
------------------------------------
Pursuant to the provisions contained in the Securities and Exchange
Commission's (SEC) Order dated November 5, 1996 for SEC File No. 70-8805,
neither Jersey Central Power & Light Company, Metropolitan Edison Company nor
Pennsylvania Electric Company entered into any transactions nor recognized any
revenues during the calendar year 1997 for services provided to non-affiliated
utilities.
ITEM 6. OFFICERS AND DIRECTORS Exhibit F-1
Part III.
The following pages consist of disclosures made in GPU, Inc.'s 1998 Proxy
Statement as well as disclosures made in GPU, Inc.'s 1997 Annual Report on Form
10-K.
GPU, Inc.
---------
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
The following table sets forth, as of February 2, 1998, the beneficial
ownership of equity securities (and stock-equivalent restricted units) of the
GPU Companies of each of the GPU directors, nominees for director and each of
the executive officers named in the Summary Compensation Table, and of all
directors and executive officers of GPU as a group. The shares of Common Stock
owned by all directors and executive officers as a group constitute less than 1%
of the total shares outstanding.
<PAGE>
<TABLE>
Amount and Nature of Beneficial Ownership
-----------------------------------------
<CAPTION>
Shares(1) Stock-Equivalent
---------
Name Title of Security Direct Indirect Units
---- ----------------- ------ -------- -----
<S> <C> <C> <C> <C>
Dennis Baldassari GPU Common Stock 2,900 13,198(2)
Theodore H. Black GPU Common Stock 8,261 866(3)
Fred D. Hafer GPU Common Stock 7,545 139 18,563(2)
Thomas B. Hagen GPU Common Stock 11,157 866(3)
Henry F. Henderson, Jr. GPU Common Stock 3,710 1,200 866(3)
Ira H. Jolles GPU Common Stock 8,082 15,115(2)
James R. Leva GPU Common Stock 20,566 100 866(3)
Bruce L. Levy GPU Common Stock 2,033 9,794(2)
John M. Pietruski GPU Common Stock 4,600 866(3)
Catherine A. Rein GPU Common Stock 3,440 866(3)
Paul R. Roedel GPU Common Stock 3,200 866(3)
Bryan S. Townsend GPU Common Stock 933 866(3)
Carlisle A. H. Trost GPU Common Stock 2,989 866(3)
Robert L. Wise GPU Common Stock 4,111 11,809(2)
Patricia K. Woolf GPU Common Stock 4,010 866(3)
All GPU Directors and
Executive Officers
as a Group GPU Common Stock 100,817 3,240 123,189
<FN>
----------
(1) The number of shares owned and the nature of such ownership, not being
within the knowledge of GPU, have been furnished by each individual.
(2) Restricted units, which do not have voting rights, represent rights
(subject to vesting) to receive shares of Common Stock under the 1990
Stock Plan for Employees of GPU and Subsidiaries (the "1990 Stock
Plan"). See footnote 2 to the Summary Compensation Table on page 33.
(3) Each Outside Director receives an annual grant of deferred stock units
which represents an equivalent number of shares of GPU Common Stock.
Outside Directors who have served at least 54 months will receive
payment of their deferred units upon retirement. See Deferred Stock Unit
Plan for Outside Directors on page 46.
</FN>
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
Remuneration of Executive Officers
- ----------------------------------
PERSONNEL, COMPENSATION AND NOMINATING COMMITTEE REPORT
In 1997, GPU continued efforts to ensure that the executive
compensation program is strongly linked to business performance and changes in
shareholder value. Thus the basic structure of the program consists of three
interrelated components - the Base Salary Program, the Incentive Compensation
Program, and the 1990 Stock Plan. The relationship among these components was
adjusted in 1997, however, to increase the proportion of total executive pay
that is "at risk" and directly linked to business and stock performance.
Compensation Philosophy and Market Comparisons
- ----------------------------------------------
The Corporation's compensation philosophy is to provide a program that
(1) encourages talented executives to join and remain with GPU, (2) focuses
executive effort on specific targeted business objectives, and (3) rewards
executives when these objectives are achieved. Actual pay levels reflect both
the achievement of these targeted objectives and the performance of the
individual executive.
The executive compensation program is designed to provide levels of
total pay that, on average, approximate the median of the chosen competitive
market when targeted business objectives have been achieved. The variable
components of the program, the Incentive Compensation Program and the 1990 Stock
Plan, each provide opportunities for actual pay levels to be well above median
if results are exceeded and ensure that total pay will be below median if
results are not achieved.
In defining the competitive market for executive pay, GPU focuses
primarily on the companies in the S&P Electric Utility Index shown on page 36.
These companies are the premier organizations in the industry and, consequently,
the companies competing most directly with GPU for executive talent. To a lesser
extent, other companies, not included in the S&P Index, are considered because
GPU competes in a wider market for executives. In comparing positions at GPU
with positions at other companies and in defining median pay levels, GPU is
assisted by a nationally recognized compensation consulting firm. These
consultants meet periodically with the Committee to ensure an objective analysis
and assessment of the market.
Under Section 162(m) of the Internal Revenue Code of 1986, the amount
allowable as a tax deduction for compensation paid to the chief executive
officer and each of the other highest paid officers of any publicly held
corporation generally is limited to $1 million per year for each such officer.
Although the Committee considers the effect of Section 162(m) in connection with
the Corporation's executive compensation program, the Committee considers it
important to retain the flexibility to design compensation programs that it
believes are in the best interests of GPU and its stockholders, even though the
expense may not be fully deductible. The Committee continues to monitor the
potential impact of Section 162(m) and considers modifications to the executive
compensation program with this impact in mind. In this regard, the Board has
adopted, subject to stockholder approval at the Annual Meeting, amendments to
the 1990 Stock Plan to ensure that compensation resulting from stock options
that may be granted in the future will be deductible.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
Base Salary Program
- -------------------
The Base Salary Program provides the most stable portion of executive
compensation. A range of salary opportunities is established for each executive
position with the middle of this range approximately equivalent to the median of
the market. Actual salaries for individual executives are determined by this
range and the individual's performance and experience.
The Committee reviews executive salaries annually to determine if any
adjustments are appropriate. This review includes an assessment of market data,
individual executive performance and contribution, and the Corporation's
financial position. In 1997, the Committee limited executive salary increases,
choosing to focus instead on the variable components of the program. Executive
salary increases were granted only if (1) the executive's salary was determined
to have fallen below market median levels or (2) if the executive had assumed
significant new responsibilities. The salary increase for Mr. Hafer indicated in
the table on page 33 reflects his assumption of the position of chairman and
chief executive officer with the retirement of Mr. Leva.
Incentive Compensation Program
- ------------------------------
The Incentive Compensation Program provides executives with
opportunities to earn additional compensation if specific annual objectives are
achieved. In 1997, this component of executive pay was modified to increase the
emphasis on financial results. Also in 1997, targeted levels of incentive
compensation were increased to ensure opportunities for fully competitive pay
and to increase the proportion of total pay directly tied to financial results.
Objectives for 1997
-------------------
For named executives other than Mr. Hafer and Mr. Leva, the amount of
incentive compensation earned is based on the business results of the GPU
company to which the executive is assigned, the achievement of GPU's return on
equity objective, and the impact of an "earnings test" which limits the amount
of incentive compensation that may be earned based on non-financial measures.
The "earnings test" also ensures that executive awards do not exceed a fair
share of the earnings given to shareholders. In determining final awards, the
Committee and the Board, using subjective judgment, also assess the individual
executive's personal contribution to overall results.
For GPU Energy, targeted objectives were earnings (60%), all-in price
to customers per kilowatt-hour sold (20%), measures of customer service and
internal performance improvement (15%), and efforts to foster a more
competitively focused culture and diverse workforce (5%).
At GPU International, 1997 objectives were net income (50%), measures
to improve current operations and optimize new investments (35%), organizational
development efforts designed to prepare the business unit to better respond to
growth opportunities (10%), and compliance with all environmental requirements
(5%). The corporate multiplier is applied to these results but the "earnings
test" is not.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
For the corporate functions of GPU Service, 1997 objectives were
system-wide budget management (80%), efforts to respond to regulatory and
structural change and to maximize the Corporation's existing businesses (10%),
and efforts to improve the Corporation's competitive position through
improvements to internal processes and the corporate culture (10%).
GPU Generation's 1997 objectives were all-in price per kilowatt-hour
sold (40%), budget management (30%), environmental factors (10%), safety (10%),
and efforts to adjust the company culture and foster diversity (10%).
Objectives for Mr. Hafer and Mr. Leva
-------------------------------------
For Mr. Hafer and Mr. Leva, 1997 incentive compensation goals were the
Corporation's return on equity (65%), nuclear safety (10%) and strategic
objectives designed to position the Corporation for the future (25%). The
corporate multiplier is not used in calculating achievement because return on
equity is such a large portion of their overall objectives; the "earnings test",
however, is applied.
Achievement of 1997 Objectives
------------------------------
The GPU corporate objectives for return on equity and the earnings goal were
slightly exceeded. The limits imposed by the newly implemented "earnings test"
served to reduce the levels of incentive pay that might otherwise have been
earned by affected executives. This effect was consistent with the test's
objective.
At GPU Energy, the earnings objective was essentially achieved while
the all-in price to customers objectives were not fully achieved. Measures of
customer service were well below expectations (principally due to delays in
restoring service after major storms) while internal performance improvement,
labor relations and culture change objectives were exceeded.
GPU International's net income objective was significantly exceeded.
The environmental objective and the organizational objectives were achieved at
targeted levels. Objectives designed to improve current operations and optimize
new investments, however, were not fully achieved.
For the corporate functions of GPU Service, achievement of the
system-wide budget management goal was slightly below the targeted level.
Efforts to maximize existing businesses and to respond to regulatory and
structural change exceeded expectations, as did efforts to improve the
Corporation's competitive position.
Cultural change goals were fully achieved.
For GPU Generation, both the all-in price per kilowatt-hour objective
and the budget management objective were exceeded. Environmental factors were
below targeted levels while both the safety and culture objectives were
exceeded.
Awards for Mr. Hafer and Mr. Leva
---------------------------------
The awards for Mr. Hafer and Mr. Leva reflect return on equity that was
above targeted levels as well as overachievement of the objectives designed to
position the Corporation for the future. Of the two nuclear safety goals, one
was exceeded while the other was not fully achieved.
Under the terms of the Incentive Compensation Program, Mr. Leva was
eligible for a pro-rated award based on the portion of 1997 during which he
served as chairman and chief executive officer.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
On average, incentive compensation awards were approximately at a
median competitive level reflecting a final calculation that results were
achieved at target levels.
1990 Stock Plan
- ---------------
The 1990 Stock Plan, approved by shareholders, provides the Committee
and the Board with the discretion to use any of several stock compensation
vehicles based on their judgment of which vehicles are most appropriate.
In 1997, all awards under the Plan were in the form of restricted
performance units which provide executives with the right to receive shares of
GPU stock (or cash at the discretion of the Committee) provided that targeted
performance objectives are achieved. The performance measure for these 1997
grants is GPU's total shareholder return compared to the total return of the
companies in the S&P Electric Utility Index. The percentile ranking of GPU's
total return among Index companies is calculated quarterly over the five year
performance period and averaged. This averaged ranking determines how many
shares of GPU stock, if any, the executive will receive at the end of the
performance period.
Each executive who receives an award is granted a specific number of
units. Dividend equivalents are paid on these units and reinvested in additional
units. The number of units that will vest and be paid to the executive is not
known, however, until the end of the performance period. If GPU's total return
is at the 55th percentile of the Index companies, all of the originally awarded
units (plus reinvested dividend equivalents) will vest. If total return is
higher than the 55th percentile, additional units will vest and if total return
is lower, fewer units will vest. No units will vest if total return is below the
40th percentile.
The size of awards to individual executives is generally targeted to
provide median levels of long-term compensation if the 55th percentile of total
return is achieved. If total return is higher than the 55th percentile,
long-term compensation will be above median levels and if it is lower than the
55th percentile, below median compensation will result. However, the size of
these awards also reflects the Committee and the Board's subjective assessment
of individual contribution, performance and potential.
In 1997, targeted award sizes were increased to keep pace with changes
in the competitive marketplace and to increase the portion of total executive
pay directly linked to shareholder value.
Award for Mr. Hafer
-------------------
The 1997 award of performance units to Mr. Hafer, shown in the table on
page 35, reflects his new position as chairman and chief executive officer and
the other factors described above. His award has the same five year performance
period and total return performance measure as awards to other executives.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
Adjustment to Mr. Leva's 1995 Grant
-----------------------------------
Grants of performance units under the 1990 Stock Plan are typically
made annually with a five year performance period. In 1995, however, in
anticipation of his normal retirement in 1997, Mr. Leva received a single grant
approximately equivalent to three annual grants. This grant had a three year
performance period from 1995 through 1997 and was subject to the same total
shareholder return performance measure described above.
No grants were made to Mr. Leva in 1996 or 1997.
Prior to Mr. Leva's retirement, the Committee determined that it would
be appropriate to adjust the performance period of the 1995 grant to coincide
more closely with the end of Mr. Leva's tenure. Consequently, the Committee and
the Board amended the terms of the 1995 grant so as to end the performance
period on June 30, 1997 and to base payment of the award on results during the
amended period. The earned award was paid in cash with a discount applied to
reflect the shortened time period.
Personnel, Compensation and Nominating
Committee Members
Theodore H. Black
Thomas B. Hagen
John M. Pietruski
Catherine A. Rein
Patricia K. Woolf
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- Payouts
-------
Other
Name and Annual All Other
Principal Compen- LTIP Compen-
Position Year Salary Bonus sation(1) Payouts(2 sation
- --------------------- ---- ------ ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
James R. Leva 1997 $243,000 $125,000 $90,443 $2,172,813 $242,517(3)
Chairman and Chief 1996 585,000 445,000 2,510 81,978 163,496
Executive Officer, 1995 585,000 333,450 1,499 44,131 125,032
GPU, Inc. (retired May 1997)
Fred D. Hafer 1997 526,923 275,000 4,279 66,950 114,782(3)
Chairman, President 1996 365,000 190,000 1,883 61,484 46,731
and Chief Executive 1995 280,000 94,000 1,374 40,454 39,247
Officer, GPU, Inc.
Ira H. Jolles 1997 331,000 100,000 4,948 86,012 58,603(3)
Senior Vice President 1996 331,000 120,000 2,510 91,087 52,673
and General Counsel, 1995 331,000 116,000 1,749 57,207 47,388
GPU, Inc.
Bruce L. Levy 1997 255,833 165,300 1,985(4) 20,922 52,119(3)
President, GPU International, 1996 233,333 197,000 1,572(4) 20,495 30,684
Inc., GPU Power, Inc. and 1995 188,750 131,000 1,148(4) 8,826 21,572
GPU Electric, Inc.
Dennis Baldassari 1997 335,000 76,000 3,762(5) 56,489 75,408(3)
President, Jersey Central 1996 305,000 110,000 812(5) 21,724 39,697
Power & Light Company, 1995 275,000 86,000 431(5) 9,930 32,345
Metropolitan Edison Company,
and Pennsylvania Electric
Company (GPU Energy)
Robert L. Wise 1997 293,000 95,000 4,413 69,042 56,736(3)
President, GPU 1996 293,000 112,000 57,213(6) 81,978 53,488
Generation 1995 293,000 138,600 1,499 44,131 47,893
<FN>
(1) Consists of earnings on "Long-Term Incentive Plan" ("LTIP") compensation
paid in the year the award vests.
(2) Consists of Performance Cash Incentive Awards paid on the 1990, 1991 and
1992 restricted stock awards which have vested under the 1990 Stock Plan.
These amounts are designed to compensate recipients of restricted
stock/unit awards for the amount of federal and state income taxes that
are payable upon vesting of the restricted stock/unit awards. For Mr.
Leva, this amount also includes Performance Cash Incentive Awards paid on
his 1993 and 1994 restricted stock awards and the payout for restricted
units awarded in 1995, which vested upon his retirement.
The restricted units issued in 1995, 1996 and 1997 under the 1990 Stock
Plan are performance based. The 1997 awards are shown in "Long-Term
Incentive Plans - Awards in Last Fiscal Year" table (the "LTIP table").
Dividends are paid or accrued on the aggregate restricted stock/units
awarded under the 1990 Stock Plan and reinvested.
</FN>
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
The aggregate number and value (based on the stock price per share at
December 31, 1997) of unvested stock-equivalent restricted units
(including reinvested dividends) includes the amounts shown on the LTIP
table, and at the end of 1997 were:
Aggregate Units Aggregate Value
--------------- ---------------
James R. Leva - $ -
Fred D. Hafer 18,563 781,966
Ira H. Jolles 15,115 636,761
Bruce L. Levy 9,794 412,572
Dennis Baldassari 13,198 555,966
Robert L. Wise 15,684 660,689
(3) For 1997, (a) the Corporation's matching contributions under the Savings
Plan, (b) the Corporation's matching contributions under the
non-qualified deferred compensation plan, (c) the benefit of
interest-free use of the non-term portion of employer paid premiums for
split-dollar life insurance, (d) above-market interest accrued on the
retirement portion of deferred compensation, (e) earnings on LTIP
compensation not paid in the current year; and (f) accrued vacation
benefits paid in accordance with the GPU Employee Vacation Program, were
as follows:
(a) (b) (c) (d) (e) (f)
--- --- --- --- --- ---
James R. Leva $ 6,400 $21,120 $45,177 $ 4,445 $ - $165,375
Fred D. Hafer 6,400 22,277 49,611 419 36,075 -
Ira H. Jolles 6,400 11,640 10,799 487 29,277 -
Bruce L. Levy 6,400 11,713 14,758 257 18,991 -
Dennis Baldassari 6,400 11,400 31,881 151 25,576 -
Robert L. Wise 6,400 9,800 8,956 5,630 25,950 -
NOTE: The split-dollar life insurance amounts reported in the "All Other
Compensation" column are equal to the present value of the interest-free use of
the current year Corporation paid premiums to the projected date the premiums
will be refunded to the Corporation.
(4) In addition to the earnings on LTIP compensation noted in (1) above,
these amounts include the above-market interest accrued on the
pre-retirement portion of deferred compensation in the amounts of $648,
$944 and $848 for the years 1997, 1996 and 1995 respectively.
(5) In addition to the earnings on LTIP compensation noted in (1) above,
these amounts include the above-market interest accrued on the
pre-retirement portion of deferred compensation in the amounts of $151,
$147 and $94 for the years 1997, 1996 and 1995 respectively.
(6) In addition to the 1996 earnings on LTIP compensation ($2,510) noted in
(1) above, this amount includes $25,953 for a one-time automobile
adjustment and $23,447 for related income taxes.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Performance Estimated future payouts under
Number of or other non-stock price based plans(1)
shares, period until ------------------------------
units or maturation Threshold Target Maximum
Name other rights or payout (#) (#) (#)
---- ------------ --------- --- --- ---
Fred D. Hafer 8,500 5 year vesting 4,250 8,500 17,000
Ira H. Jolles 3,500 5 year vesting 1,750 3,500 7,000
Bruce L. Levy 3,000 5 year vesting 1,500 3,000 6,000
Dennis Baldassari 3,500 5 year vesting 1,750 3,500 7,000
Robert L. Wise 3,100 5 year vesting 1,550 3,100 6,200
- ----------
(1) The restricted units awarded in 1997 under the 1990 Stock Plan provide
for a performance adjustment to the aggregate number of units vesting for
the recipient, including the accumulated reinvested dividends, based on
the annualized GPU Total Shareholder Return (TSR) percentile ranking
against all companies in the Standard & Poor's Electric Utility Index for
the period between the award and vesting dates. With a 55th percentile
ranking, the performance adjustment would be 100% as reflected in the
"Target" column. In the event that the percentile ranking is below the
55th percentile, the performance adjustment would be reduced in steps
reaching 0% below the 40th percentile. The minimum payout or "Threshold"
begins at the 40th percentile, which results in a payout of 50% of
target. A ranking below the 40th percentile would result in no award.
Should the TSR percentile ranking exceed the 59th percentile, then the
performance adjustment would be increased in steps reaching 200% at the
90th percentile as reflected in the "Maximum" column. Under the 1990
Stock Plan, regular quarterly dividends are reinvested in additional
units that are subject to the vesting restrictions of the award. Actual
payouts under the Plan would be based on the aggregate number of units
awarded and the units accumulated through dividend reinvestment at the
time the restrictions lapse.
Comparison of Five Year Cumulative Total Return*
GPU, S&P 500 Index and S&P Electric Utility Index
($)
Amount
Invested
1/1/93 1993 1994 1995 1996 1997
-------- ---- ---- ---- ---- ----
GPU 100 118 107 147 155 205
S&P 500 100 110 112 153 189 252
S&P Electric Utility 100 113 98 128 128 162
* Assumes $100 invested in GPU Common Stock, S&P 500 Index and S&P
Electric Utility Index. Cumulative Total Return includes reinvestment
of dividends.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
Employment, Termination and Change in Control Arrangements
- ----------------------------------------------------------
Severance Arrangements
- ----------------------
The Corporation has entered into Severance Protection Agreements with
Messrs. Hafer, Jolles, Levy, Baldassari and Wise which provide certain severance
benefits to the executive if his employment is terminated following a change in
control of GPU (as defined). These agreements are intended to induce the
executives to remain in the employ of the Corporation and help ensure that the
Corporation will have the benefit of their services without distraction in the
face of a potential change in control.
Under the agreements, benefits are paid if, in connection with a change
in control, the Corporation terminates the employment of the executive for
reasons other than cause or disability or death, or if the executive resigns
following certain actions (specified in the agreements) by the Corporation such
as a reduction in salary or change in position. In addition, Mr. Hafer receives
severance benefits if he resigns for any reason within six months following a
change in control.
The benefits payable to all executives consist of, in general, (a) the
executive's base salary through the termination date and a pro rata portion of
his target incentive bonus; (b) severance compensation equal to twice the sum of
the executive's base salary and target incentive bonus, provided that if the
executive's normal retirement date is within two years of his termination date,
his benefits will be proportionately reduced; (c) a continuation of insurance
benefits for up to two years; (d) reimbursement of certain expenses subject to
specified limitations; and (e) such additional amount as is necessary to pay any
excise tax under Section 4999 of the Internal Revenue Code (and any related
interest and penalties) on amounts payable under the agreements.
The agreements have an initial term of two years and automatically
renew annually unless earlier terminated by the executive or GPU.
Under the Corporation's severance policy for employees, if the
employment of Messrs. Hafer, Jolles, Levy, Baldassari or Wise is involuntarily
terminated, as defined, other than in connection with a change in control, he is
entitled to receive, in general, severance compensation equal to one week's pay
for each full year of service. Premium payments will also be made under the
executive's split-dollar life insurance policy for specified periods following
the executive's termination of employment and following a change in control of
GPU.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
Lump Sum Distributions
- ----------------------
An executive may, prior to retirement and in connection with a change
in control, elect to receive a lump sum distribution of all amounts payable to
him under GPU System supplemental retirement and deferred compensation plans and
arrangements, including those described below for Mr. Jolles, when such
executive terminates, regardless of the circumstances or when the executive
terminates within 24 months following a change in control. Additionally, prior
to termination, an executive may elect to receive such lump sum payment only in
the event of a change in control.
Mr. Jolles
----------
Retirement and Disability - If Mr. Jolles retires on or after his
normal retirement date (the last day of the month in which he attains age 65),
he will receive (in addition to his benefits under GPUS' employee retirement
plans) a supplemental retirement pension from the GPU Companies equal to the
additional pension he would have received under the GPUS employee retirement
plans as if he had an additional 20 years of past creditable service. If Mr.
Jolles reaches his normal retirement date while he is receiving disability
income under GPUS' disability income plans, he will thereafter receive a
supplemental retirement pension from the GPU Companies equal to the additional
pension he would have been paid under GPUS' employee retirement plans as if he
had an additional 20 years of past creditable service. Upon retirement, Mr.
Jolles will also receive an extension of health insurance benefits to the third
anniversary of retirement.
Termination - (i) If Mr. Jolles' employment with the GPU Companies
terminates "involuntarily," as defined, under circumstances involving a "change
in control" of GPU, as defined, or without cause, he shall receive from the GPU
Companies a supplemental retirement pension which would have been paid to him
under GPUS' employee retirement plans as if he had an additional 20 years of
past creditable service. (ii) If, however, his employment terminates for any
other reason (except upon retirement or death), he will receive from the GPU
Companies a supplemental retirement pension equal to the additional pension he
would have been paid under GPUS' employee retirement plans as if he had
additional years of creditable service ranging, as of December 31, 1997, from
nine years up to a maximum of 20 years depending upon his years of actual
employment by GPUS at the time of termination.
Death - In the event of Mr. Jolles' death before he begins receiving
benefits under GPUS' employee retirement plans, his surviving spouse, if any,
shall receive such benefits during her lifetime, together with the supplemental
retirement pension benefits which would have been payable to him as described in
paragraph (ii) above.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
Other - To the extent relevant to the level of benefits payable to Mr.
Jolles under other benefit plans provided for senior GPU executives, he will be
treated as having the years of creditable service as described in paragraph (ii)
above.
Benefit Protection Trusts
- -------------------------
The Corporation has entered into benefit protection trust agreements to
be used to fund the Corporation's obligations to executive officers and
directors under deferred compensation and incentive programs and agreements, and
with respect to certain retirement and termination benefits, in the event of a
change in control. The trusts may also be used for the purpose of paying legal
expenses incurred in pursuing benefit claims under such programs and agreements
following a change in control. The trusts are currently partially funded.
Retirement Plans
- ----------------
The GPU Companies' pension plans provide for pension benefits, payable
for life after retirement, based upon years of creditable service with the GPU
Companies and the employee's career average compensation as defined below.
Federal law limits the amount of an employee's pension benefits that may be paid
from a qualified trust established pursuant to a qualified pension plan (such as
the GPU Companies' plans). The GPU Companies also have adopted non-qualified
plans providing that the portion of a participant's pension benefits which, by
reason of such limitations, cannot be paid from such a qualified trust shall be
paid directly on an unfunded basis by the participant's employer.
The following table illustrates the amount of aggregate annual pension
from funded and unfunded sources resulting from employer contributions to the
qualified trust and direct payments payable upon retirement in 1998 (computed on
a single life annuity basis) to persons in specified compensation and years of
service classifications:
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
<PAGE>
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS (2) (3) (4) (5)
BASED UPON CAREER AVERAGE COMPENSATION
--------------------------------------
(1998 Retirement)
<CAPTION>
Career
Average
Compen- 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
sation(1) of Service of Service of Service of Service of Service of Service of Service of Service
- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 9,297 $ 13,945 $ 18,593 $ 23,242 $ 27,890 $ 32,539 $ 36,928 $ 40,928
100,000 19,297 28,945 38,593 48,242 57,890 67,539 76,528 84,528
150,000 29,297 43,945 58,593 73,242 87,890 102,539 116,128 128,128
200,000 39,297 58,945 78,593 98,242 117,890 137,539 155,728 171,728
250,000 49,297 73,945 98,593 123,242 147,890 172,539 195,328 215,328
300,000 59,297 88,945 118,593 148,242 177,890 207,539 234,928 258,928
350,000 69,297 103,945 138,593 173,242 207,890 242,539 274,528 302,528
400,000 79,297 118,945 158,593 198,242 237,890 277,539 314,128 346,128
450,000 89,297 133,945 178,593 223,242 267,890 312,539 353,728 389,728
500,000 99,297 148,945 198,593 248,242 297,890 347,539 393,328 433,328
550,000 109,297 163,945 218,593 273,242 327,890 382,539 432,928 476,928
600,000 119,297 178,945 238,593 298,242 357,890 417,539 472,528 520,528
650,000 129,297 193,945 258,593 323,242 387,890 452,539 512,128 564,128
700,000 139,297 208,945 278,593 348,242 417,890 487,539 551,728 607,728
750,000 149,297 223,945 298,593 373,242 447,890 522,539 591,328 651,328
800,000 159,297 238,945 318,593 398,242 477,890 557,539 630,928 694,928
- --------------
<FN>
(1) Career Average Compensation is the average annual compensation received
from January 1, 1984 to retirement and includes Salary and Bonus. The
career average compensation amounts for the following named executive
officers differ by more than 10% from the three year average annual
compensation set forth in the Summary Compensation Table and are as
follows: Messrs. Leva - $474,882; Hafer - $310,706; Jolles - $397,950;
Levy - $178,387; Baldassari - $208,934 and Wise - $273,799.
(2) Years of Creditable Service at December 31, 1997: Messrs. Leva - 45
years (as of May 31, 1997); Hafer - 35 years; Jolles - 17
years; Levy - 17 years; Baldassari - 28 years and Wise - 34 years.
(3) Mr. Leva, who retired in 1997, is entitled to receive $603,730 annually
($414,727 basic pension and $189,003 under supplemental pension
agreements). Following Mr. Leva's death, his surviving spouse, if any,
will receive an annuity payable for life equal to 50% of the
supplemental pensions payable to him.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
(4) Based on an assumed retirement at age 65 in 1998. To reduce the above
amounts to reflect a retirement benefit assuming a continual annuity to
a surviving spouse equal to 50% of the annuity payable at retirement,
multiply the above benefits by 90%. The estimated annual benefits are
not subject to any reduction for Social Security benefits or other
offset amounts.
(5) Annual retirement benefits under the basic pension per the above table
cannot exceed 55%, as defined in the pension plan, of the average
compensation during the highest paid 36 calendar months. As of December
31, 1997 none of the named executive officers exceed the 55% limit.
</FN>
</TABLE>
Remuneration of Directors
- -------------------------
Non-employee directors receive an annual retainer of $20,000, a fee of
$1,000 for each Board meeting attended and a fee of $1,000 for each Committee
meeting attended. Committee Chairmen receive an additional retainer of $3,000
per year.
Deferred Stock Unit Plan for Outside Directors
- ----------------------------------------------
Under the Corporation's Deferred Stock Unit Plan for Outside Directors
("Deferred Stock Unit Plan"), each Outside Director receives an annual grant of
units representing shares of GPU Common Stock equal in value at the time of
grant to one and one-half times the value of the directors' annual cash retainer
in effect at the time of grant. Each unit granted under the Deferred Stock Unit
Plan represents one share of GPU Common Stock. Dividend equivalents paid on
outstanding units are invested in additional units.
Outside Directors who have served at least 54 months will receive
payment of their deferred units upon their retirement from the Board. Payment of
units will be in the form of GPU Common Stock, or in cash if authorized by the
Personnel, Compensation and Nominating Committee of the Board. As of December
31, 1997, all outside directors except Mr. Leva and Mr. Townsend had completed
54 months of service.
Retirement Plan for Outside Directors
- -------------------------------------
Under the Corporation's Retirement Plan for Outside Directors
("Retirement Plan"), as amended, an individual who completes 54 months of
service as of June 30, 1997 as a non-employee director is entitled to receive
retirement benefits equal to the product of (A) the number of months of service
completed and (B) the monthly compensation paid to the director at the date of
retirement. Retirement benefits under this plan are payable to the directors, at
their election, (or, in the event of death, to designated beneficiaries) in a
lump sum payment or in monthly installments of 1/12 of the sum of (x) the then
annual retainer paid at time of retirement plus (y) the cash value of the award
under the Restricted Stock Plan for Outside Directors for the year preceding
retirement, over a period equal to the director's service as such as of June 30,
1997, unless otherwise directed by the Personnel, Compensation and Nominating
Committee, commencing at the later of age 60 or upon retirement.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
GPU
As of December 31, 1997, all Outside Directors except Mr. Leva and Mr.
Townsend were vested in the Retirement Plan. Service following June 30, 1997
will be applied toward the 54-month vesting requirement but will not increase
the amount of benefits. As of June 30, 1997, the following directors had at
least 54 months of service:
Director Months of Service
------------------ -----------------
Theodore H. Black 112
Thomas B. Hagen 93
Henry F. Henderson, Jr. 101
John M. Pietruski 101
Catherine A. Rein 101
Paul R. Roedel 222
Carlisle A. H. Trost 78
Patricia K. Woolf 167
Restricted Stock Plan for Outside Directors
- -------------------------------------------
Under the Corporation's Restricted Stock Plan for Outside Directors
("Directors Plan"), each director who is not an employee of the Corporation or
any of its subsidiaries ("Outside Director") is paid a portion of his or her
annual compensation in the form of 300 shares of GPU Common Stock.
A total of 40,000 shares of GPU Common Stock (subject to adjustment for
stock dividends, stock splits, recapitalizations and other specified events) has
been authorized for issuance under the Directors Plan. Any shares awarded which
are forfeited as provided by the Directors Plan will again be available for
issuance.
Shares of Common Stock are awarded to Outside Directors on the
condition that the director serves or has served as an Outside Director until
(i) death or disability, (ii) retirement not earlier than the first day of the
month following the director's 72nd birthday, (iii) resignation or retirement
before the first day of the month following the director's 72nd birthday with
the consent of the Board, which is defined in the Directors Plan to mean
approval thereof by at least 80% of the directors other than the affected
director or (iv) failure to be re-elected to the Board after being duly
nominated. Termination of service for any other reason, including any
involuntary termination effected by action or inaction of the Board, other than
that following a change in control (as defined) of GPU, will result in
forfeiture of all shares awarded.
Until termination of service, an Outside Director may not dispose of
any shares of Common Stock awarded under the Directors Plan, but has all other
rights of a shareholder with respect to such shares, including voting rights and
the right to receive all cash dividends paid with respect to awarded shares.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
Jersey Central Power & Light Company/
-------------------------------------
Metropolitan Edison Company/Pennsylvania Electric Company
---------------------------------------------------------
EXECUTIVE COMPENSATION
The managements of JCP&L, Met-Ed and Penelec were combined in a 1996
reorganization. Accordingly, the amounts shown below represent the aggregate
remuneration paid to such executive officers by JCP&L, Met-Ed and Penelec during
1996 and 1997.
Remuneration of Executive Officers
- ----------------------------------
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Other
Name and Annual All Other
Principal Compen- LTIP Compen-
Position Year Salary Bonus sation(1) Payouts(2) sation
- -------- ---- ------ ----- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
J. R. Leva
Chairman of the
Board and Chief
Executive Officer
(retired May 1997) (3) (3) (3) (3) (3) (3)
F. D. Hafer
Chairman of the
Board and Chief
Executive Officer
(effective May 1997) (4) (4) (4) (4) (4) (4)
JCP&L/Met-Ed/Penelec:
D. Baldassari
President (5) (5) (5) (5) (5) (5)
G. R. Repko 1997 162,308 32,000 1,391 21,759 17,365 (6)
Vice President - 1996 154,625 44,000 615 20,085 12,562
Customer Services 1995 147,100 48,000 337 9,930 11,491
D. W. Myers 1997 162,308 32,000 1,471 23,014 15,248 (7)
Vice President - 1996 153,333 44,000 590 19,265 12,505
Finance and Rates 1995 144,000 34,000 362 10,665 10,687
D. J. Howe 1997 162,308 32,000 - - 12,702 (8)
Vice President - 1996 134,539 42,240 - - 6,582
Information and 1995 92,040 19,400 - - 4,096
Planning
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
JCP&L/MET-ED/PENELEC
<FN>
(1) Consists of earnings on "Long-Term Incentive Plan" ("LTIP") compensation
paid in the year the award vests.
(2) Consists of Performance Cash Incentive Awards paid on the 1990, 1991 and
1992 restricted stock awards which have vested under the 1990 Stock Plan.
These amounts are designed to compensate recipients of restricted
stock/unit awards for the amount of federal and state income taxes that
are payable upon vesting of the restricted stock/unit awards. For Mr.
Leva, this amount also includes Performance Cash Incentive Awards paid on
his 1993 and 1994 restricted stock awards and the payout for restricted
units awarded in 1995, which vested upon his retirement.
The restricted units issued in 1995, 1996 and 1997 under the 1990 Stock
Plan are performance based. The 1997 awards are shown in "Long-Term
Incentive Plans - Awards in Last Fiscal Year" table (the "LTIP table").
Dividends are paid or accrued on the aggregate restricted stock/units
awarded under the 1990 Stock Plan and reinvested.
The aggregate number and value (based on the stock price per share at
December 31, 1997) of unvested stock-equivalent restricted units
(including reinvested dividends) includes the amounts shown on the LTIP
table, and at the end of 1997 were:
Aggregate Units Aggregate Value
--------------- ---------------
J. R. Leva (3) (3)
F. D. Hafer (4) (4)
D. Baldassari (5) (5)
G. R. Repko 4,668 $196,640
D. W. Myers 4,646 195,712
D. J. Howe 2,270 95,624
(3) Mr. Leva retired as Chairman and Chief Executive Officer of GPU,
Inc. and its Subsidiaries in May 1997. Mr. Leva was compensated by
GPUS for his overall service on behalf of GPU and accordingly was not
compensated directly by the other subsidiary companies for his
services. Information with respect to Mr. Leva's compensation is
included on pages 13 through 15 in GPU, Inc.'s 1998 Proxy Statement,
which is incorporated herein by reference.
(4) Mr. Hafer was compensated by GPUS for his overall service on behalf of
GPU and accordingly was not compensated directly by the other subsidiary
companies for his services. Information with respect to Mr. Hafer's
compensation is included on pages 13 through 15 in GPU, Inc.'s 1998 Proxy
Statement, which is incorporated herein by reference.
(5) Information with respect to Mr. Baldassari's compensation is included
on pages 13 through 15 in GPU, Inc.'s 1998 Proxy Statement, which is
incorporated herein by reference.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
JCP&L/MET-ED/PENELEC
(6) Consists of GPU's matching contributions under the Savings Plan ($6,400),
matching contributions under the non-qualified deferred compensation plan
($1,852), above-market interest accrued on the retirement portion of
deferred compensation ($68), and earnings on LTIP compensation not paid
in the current year ($9,045).
(7) Consists of GPU's matching contributions under the Savings Plan ($6,246)
and earnings on LTIP compensation not paid in the current year ($9,002).
(8) Consists of GPU's matching contributions under the Savings Plan ($6,400),
matching contributions under the non-qualified deferred compensation plan
($1,852), above-market interest accrued on the retirement portion of
deferred compensation ($35), and earnings on LTIP compensation not paid
in the current year ($4,415).
</FN>
</TABLE>
<TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
------------------------------------------------------
<CAPTION>
Performance Estimated future payouts
Number of or other under non-stock price-
shares, period until based plans(1)
--------------
units or maturation Threshold Target Maximum
Name other rights or payout (#) (#) (#)
---- ------------- --------------- -------- ------ -----
JCP&L/Met-Ed/Penelec:
- --------------------
<S> <C> <C> <C> <C> <C>
G. R. Repko 1,180 5 year vesting 590 1,180 2,360
D. W. Myers 1,180 5 year vesting 590 1,180 2,360
D. J. Howe 1,180 5 year vesting 590 1,180 2,360
<FN>
(1) The restricted units awarded in 1997 under the 1990 Stock Plan provide
for a performance adjustment to the aggregate number of units vesting for
the recipient, including the accumulated reinvested dividends, based on
the annualized GPU Total Shareholder Return (TSR) percentile ranking
against all companies in the Standard & Poor's Electric Utility Index for
the period between the award and vesting dates. With a 55th percentile
ranking, the performance adjustment would be 100% as reflected in the
"Target" column. In the event that the percentile ranking is below the
55th percentile, the performance adjustment would be reduced in steps
reaching 0% below the 40th percentile. The minimum payout or "Threshold"
begins at the 40th percentile, which results in a payout of 50% of
target. A ranking below the 40th percentile would result in no award.
Should the TSR percentile ranking exceed the 59th percentile, then the
performance adjustment would be increased in steps reaching 200% at the
90th percentile as reflected in the "Maximum" column. Under the 1990
Stock Plan, regular quarterly dividends are reinvested in additional
units that are subject to the vesting restrictions of the award. Actual
payouts under the Plan would be based on the aggregate number of units
awarded and the units accumulated through dividend reinvestment at the
time the restrictions lapse. Information with respect to Mr. Hafer's and
Mr. Baldassari's long-term incentive plans is included on page 15 in GPU,
Inc.'s 1998 Proxy Statement, which is incorporated herein by reference.
</FN>
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
JCP&L/MET-ED/PENELEC
Proposed Remuneration of Executive Officers
- -------------------------------------------
None of the named executive officers in the Summary Compensation Table
has an employment contract. The compensation of executive officers is determined
from time to time by the Personnel & Compensation Committee of the GPU, Inc.
Board of Directors.
Retirement Plans
- ----------------
The GPU pension plans provide for pension benefits, payable for life
after retirement, based upon years of creditable service with GPU and the
employee's career average compensation as defined below. Federal law limits the
amount of an employee's pension benefits that may be paid from a qualified trust
established pursuant to a qualified pension plan (such as the GPU plans). The
GPU companies also have adopted non-qualified plans providing that the portion
of a participant's pension benefits which, by reason of such limitations, cannot
be paid from such a qualified trust shall be paid directly on an unfunded basis
by the participant's employer.
The following table illustrates the amount of aggregate annual pension
benefits from funded and unfunded sources resulting from employer contributions
to the qualified trust and direct payments payable upon retirement in 1998
(computed on a single life annuity basis) to persons in specified compensation
and years of service classifications:
<PAGE>
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS (2) (3) (4) (5)
BASED UPON CAREER AVERAGE COMPENSATION
--------------------------------------
(1998 Retirement)
<CAPTION>
Career
Average
Compen- 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
sation(1) of Service of Service of Service of Service of Service of Service of Service of Service
- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 9,297 $ 13,945 $ 18,593 $ 23,242 $ 27,890 $ 32,539 $ 36,928 $ 40,928
100,000 19,297 28,945 38,593 48,242 57,890 67,539 76,528 84,528
150,000 29,297 43,945 58,593 73,242 87,890 102,539 116,128 128,128
200,000 39,297 58,945 78,593 98,242 117,890 137,539 155,728 171,728
250,000 49,297 73,945 98,593 123,242 147,890 172,539 195,328 215,328
300,000 59,297 88,945 118,593 148,242 177,890 207,539 234,928 258,928
350,000 69,297 103,945 138,593 173,242 207,890 242,539 274,528 302,528
400,000 79,297 118,945 158,593 198,242 237,890 277,539 314,128 346,128
450,000 89,297 133,945 178,593 223,242 267,890 312,539 353,728 389,728
500,000 99,297 148,945 198,593 248,242 297,890 347,539 393,328 433,328
550,000 109,297 163,945 218,593 273,242 327,890 382,539 432,928 476,928
600,000 119,297 178,945 238,593 298,242 357,890 417,539 472,528 520,528
650,000 129,297 193,945 258,593 323,242 387,890 452,539 512,128 564,128
700,000 139,297 208,945 278,593 348,242 417,890 487,539 551,728 607,728
750,000 149,297 223,945 298,593 373,242 447,890 522,539 591,328 651,328
800,000 159,297 238,945 318,593 398,242 477,890 557,539 630,928 694,928
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
JCP&L/MET-ED/PENELEC
<FN>
(1) Career Average Compensation is the average annual compensation received
from January 1, 1984 to retirement and includes Salary and Bonus. The
career average compensation amounts for the following named executive
officers differ by more than 10% from the three year average annual
compensation set forth in the Summary Compensation Table and are as
follows: Messrs. Leva - $474,882; Hafer - $310,706; Baldassari -
$208,934; Repko - $137,114; Myers - $154,573; and Howe - $97,871.
(2) Years of Creditable Service at December 31, 1997: Messrs. Leva -
45 years (as of May 1997); Hafer - 35 years; Baldassari - 28 years;
Repko - 31 years; Myers - 17 years; and Howe - 21 years.
(3) Mr. Leva, who retired in 1997, is entitled to receive $603,730 annually
($414,727 basic pension and $189,003 under supplemental pension
agreements). Following Mr. Leva's death, his surviving spouse, if any,
will receive an annuity payable for life equal to 50% of the supplemental
pensions payable to him.
(4) Based on an assumed retirement at age 65 in 1998. To reduce the above
amounts to reflect a retirement benefit assuming a continual annuity to a
surviving spouse equal to 50% of the annuity payable at retirement,
multiply the above benefits by 90%. The estimated annual benefits are not
subject to any reduction for Social Security benefits or other offset
amounts.
(5) Annual retirement benefits under the basic pension per the above table
cannot exceed 55%, as defined in the pension plan, of the average
compensation during the highest paid 36 calendar months. As of December
31, 1997, none of the named executive officers exceed the 55% limit.
</FN>
</TABLE>
Remuneration of JCP&L Directors
- -------------------------------
Nonemployee directors receive an annual retainer of $15,000, a fee of
$1,000 for each Board meeting attended, and a fee of $1,000 for each Committee
meeting attended.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item for GPU, Inc. is incorporated by
reference to page 8 of GPU, Inc.'s Proxy Statement for the 1998 Annual Meeting
of Stockholders.
All of the outstanding shares of JCP&L (15,371,270), Met-Ed (859,500) and
Penelec (5,290,596) common stock are owned beneficially and of record by their
parent, GPU, Inc., 300 Madison Avenue, Morristown, NJ 07962.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued) Exhibit F-1
Part III.
JCP&L/MET-ED/PENELEC
The following table sets forth, as of February 1, 1998, the beneficial
ownership of equity securities of each of the directors and each of the
executive officers named in the Summary Compensation Tables, and of all
directors and executive officers of each of the respective GPU Energy companies
as a group. The shares owned by all directors and executive officers as a group
constitute less than 1% of the total shares outstanding.
Amount and Nature of Beneficial Ownership
-----------------------------------------
Shares(1) Stock-Equivalent
--------- ----------------
Name Title of Security Direct Indirect Restricted Units(2)
---- ----------------- ------ -------- -------------------
JCP&L/Met-Ed/Penelec:
- ---------------------
F. D. Hafer GPU Common Stock 7,545 139 18,563
D. Baldassari GPU Common Stock 2,900 - 13,198
G. R. Repko GPU Common Stock 1,599 - 4,668
D. W. Myers GPU Common Stock 741 - 4,646
D. J. Howe GPU Common Stock - 463 2,270
C. B. Snyder GPU Common Stock 344 - 3,868
JCP&L Only:
- -----------
G. E. Persson GPU Common Stock None
S. C. Van Ness GPU Common Stock None
S. B. Wiley GPU Common Stock None
All Directors and
Executive Officers
as a Group GPU Common Stock 34,584 1,869 99,087
(1) The number of shares owned and the nature of such ownership, not being
within the knowledge of GPU, have been furnished by each individual.
(2) Restricted units, which do not have voting rights, represent rights
(subject to vesting) to receive shares of Common Stock under the 1990
Stock Plan for Employees of GPU and Subsidiaries (the "1990 Stock Plan").
See Summary Compensation Table above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
Exhibit F-2
<TABLE>
Jersey Central Power & Light Company and Subsidiary Company
Consolidating Balance Sheet
December 31, 1997
(In Thousands)
-----------------------------------------------------------
<CAPTION>
Jersey Central Power
& Light Company
and Subsidiary Eliminations Jersey Central JCP&L
Company and Power & Light Preferred
Consolidated Adjustments Company Capital, Inc.
-------------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Utility Plant:
In service, at original cost $4,671,568 $4,671,568
Less, accumulated depreciation 2,007,427 2,007,427
--------- ---------
Net utility plant in service 2,664,141 2,664,141
Construction work in progress 124,887 124,887
Other, net 92,654 92,654
--------- ---------
Net utility plant 2,881,682 2,881,682
--------- ---------
Other Property and Investments:
Common stock of subsidiary - $ 16,895 16,895
Nuclear decommissioning trusts 343,434 343,434
Nuclear fuel disposal trust 108,652 108,652
Other, net 8,951 8,951
--------- ------- ---------
Total other property and investments 461,037 16,895 477,932
--------- ------- ---------
Current Assets:
Cash and temporary cash investments 2,994 2,993 $ 1
Special deposits 6,778 6,778
Accounts receivable:
Customers, net 153,753 153,753
Other 18,225 13,326 18,225 13,326
Unbilled revenues 59,687 59,687
Materials and supplies, at average cost or less:
Construction and maintenance 90,037 90,037
Fuel 14,260 14,260
Deferred income taxes 27,536 27,536
Prepayments 14,468 14,468
--------- ------- --------- -------
Total current assets 387,738 13,326 387,737 13,327
--------- ------- --------- -------
Deferred Debits and Other Assets:
Regulatory assets:
Income taxes recoverable through future rates 128,111 128,111
Nonutility generation contract buyout costs 140,500 140,500
Three Mile Island Unit 2 deferred costs 109,498 109,498
Unamortized property losses 94,726 94,726
Other 312,867 312,867
--------- ------- --------- -------
Total regulatory assets 785,702 785,702
Deferred income taxes 154,708 154,708
Other 19,909 128,866 19,909 128,866
--------- ------- --------- -------
Total deferred debits and other assets 960,319 128,866 960,319 128,866
--------- ------- --------- -------
Total Assets $4,690,776 $159,087 $4,707,670 $142,193
========= ======= ========= =======
<FN>
- ----------
The notes to the consolidated financial statements of JCP&L, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Jersey Central Power & Light Company and Subsidiary Company
Consolidating Balance Sheet
December 31, 1997
(In Thousands)
-----------------------------------------------------------
<CAPTION>
Jersey Central Power
& Light Company
and Subsidiary Eliminations Jersey Central JCP&L
Company and Power & Light Preferred
Consolidated Adjustments Company Capital, Inc.
-------------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 153,713 $ 1 $ 153,713 $ 1
Capital surplus 510,769 16,753 510,769 16,753
Retained earnings 875,639 141 875,639 141
--------- ------- --------- -------
Total common stockholder's equity 1,540,121 16,895 1,540,121 16,895
Cumulative preferred stock:
With mandatory redemption 91,500 91,500
Without mandatory redemption 37,741 37,741
Company-obligated mandatorily redeemable
preferred securities 125,000 125,000
Long-term debt 1,173,304 128,866 1,302,170
--------- ------- --------- -------
Total capitalization 2,967,666 145,761 2,971,532 141,895
--------- ------- --------- -------
Current Liabilities:
Securities due within one year 12,511 12,511
Notes payable 115,254 115,254
Obligations under capital leases 79,419 79,419
Accounts payable 140,989 13,326 154,315
Taxes accrued 3,966 3,722 244
Deferred energy credits 25,645 25,645
Interest accrued 26,021 25,967 54
Other 76,529 76,529
--------- ------- --------- -------
Total current liabilities 480,334 13,326 493,362 298
--------- ------- --------- -------
Deferred Credits and Other Liabilities:
Deferred income taxes 644,562 644,562
Unamortized investment tax credits 54,675 54,675
Three Mile Island Unit 2 future costs 112,227 112,227
Nuclear fuel disposal fee 134,326 134,326
Regulatory liabilities 49,226 49,226
Other 247,760 247,760
--------- ------- --------- -------
Total deferred credits and other liabilities 1,242,776 - 1,242,776 -
--------- ------- --------- -------
Total Liabilities and Capital $ 4,690,776 $159,087 $4,707,670 $142,193
========= ======= ========= =======
<FN>
- ----------
The notes to the consolidated financial statements of JCP&L, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Jersey Central Power & Light Company and Subsidiary Company
Consolidating Statement of Income
For the Year Ended December 31, 1997
(In Thousands)
-----------------------------------------------------------
<CAPTION>
Jersey Central Power
& Light Company
and Subsidiary Eliminations Jersey Central JCP&L
Company and Power & Light Preferred
Consolidated Adjustments Company Capital, Inc.
-------------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Operating Revenues $2,093,972 $2,093,972
--------- ------ ---------
Equity in Earnings of Subsidiary - $ 941 941
--------- ------ ---------
Operating Expenses:
Fuel 101,030 101,030
Power purchased and interchanged:
Affiliates 15,979 15,979
Other 610,792 610,792
Deferral of energy and capacity costs, net 6,043 6,043
Other operation and maintenance 454,991 454,991
Depreciation and amortization 237,461 237,461
Taxes, other than income taxes 232,086 232,086
--------- ------ ---------
Total operating expenses 1,658,382 - 1,658,382
--------- ------ ---------
Operating Income Before Income Taxes 435,590 941 436,531
Income taxes 110,740 (507) 110,233
--------- ------ ---------
Operating Income 324,850 1,448 326,298
--------- ------ ---------
Other Income and Deductions:
Allowance for other funds used
during construction
Other income, net 1,919 12,299 2,016 $12,202
Income taxes (1,376) (507) (1,376) (507)
--------- ------ --------- ------
Total other income and deductions 543 11,792 640 11,695
--------- ------ --------- ------
Income Before Interest Charges and
Dividends on Preferred Securities 325,393 13,240 326,938 11,695
--------- ------ --------- ------
Interest Charges and Dividends
on Preferred Securities:
Interest on long-term debt 89,869 89,869
Other interest 15,129 12,299 27,374 54
Allowance for borrowed funds used
during construction (2,319) (2,319)
Dividends on company-obligated mandatorily
redeemable preferred securities 10,700 10,700
--------- ------ --------- ------
Total interest charges and dividends
on preferred securities 113,379 12,299 114,924 10,754
--------- ------ --------- ------
Net Income $ 212,014 $ 941 $ 212,014 $ 941
========= ====== ========= ======
<FN>
- ----------
The notes to the consolidated financial statements of JCP&L, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Jersey Central Power & Light Company and Subsidiary Company
Consolidating Statement of Retained Earnings
For the Year Ended December 31, 1997
(In Thousands)
-----------------------------------------------------------
<CAPTION>
Jersey Central Power
& Light Company
and Subsidiary Eliminations Jersey Central JCP&L
Company and Power & Light Preferred
Consolidated Adjustments Company Capital, Inc.
-------------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Balance at beginning of year $ 825,001 $ 325 $ 825,001 $ 325
Net income 212,014 941 212,014 941
Cash dividends declared on common stock (150,000) (1,124) (150,000) (1,124)
Cash dividends on cumulative preferred stock (11,376) (11,376)
Other adjustments, net -
-------- ------ -------- ------
Balance at end of year $ 875,639 $ 142 $ 875,639 $ 142
======== ====== ======== ======
<FN>
- ----------
The notes to the consolidated financial statements of JCP&L, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Jersey Central Power & Light Company and Subsidiary Company
Consolidating Statement of Cash Flows
For the Year Ended December 31, 1997
(In Thousands)
-----------------------------------------------------------
<CAPTION>
Jersey Central Power
& Light Company
and Subsidiary Eliminations Jersey Central JCP&L
Company and Power & Light Preferred
Consolidated Adjustments Company Capital, Inc.
-------------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Operating Activities:
Net income $ 212,014 $ 941 $ 212,014 $ 941
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiary - (941) (941)
Depreciation and amortization 253,278 253,278
Amortization of property under capital leases 28,703 28,703
Nuclear outage maintenance costs, net 11,615 11,615
Deferred income taxes and investment tax credit
net (27,449) (27,449)
Deferred energy and capacity costs, net 8,193 8,193
Accretion income (10,760) (10,760)
Changes in working capital:
Receivables (12,625) (12,769) 144
Materials and supplies 7,721 7,721
Special deposits and prepayments 6,844 6,844
Payables and accrued liabilities 12,740 12,701 39
Due to/from affiliates (38,230) (38,230)
Nonutility generation contract buyout costs (30,500) (30,500)
Other, net 6,281 6,281
-------- ------ -------- -------
Net cash provided by operating activities 427,825 - 426,701 1,124
-------- ------ -------- -------
Investing Activities:
Cash construction expenditures (172,243) (172,243)
Contributions to decommissioning trusts (18,003) (18,003)
Other, net (10,989) (10,989)
-------- ------ -------- -------
Net cash used for investing activities (201,235) - (201,235) -
-------- ------ -------- -------
Financing Activities:
Increase in notes payable, net 83,454 83,454
Retirement of long-term debt (100,075) (100,075)
Capital lease principal payments (26,496) (26,496)
Redemption of preferred stock (20,000) (20,000)
Dividends paid on preferred stock (11,800) (11,800)
Dividends paid on common stock (150,000) (150,000)
Dividends paid on common stock - Internal - 1,124 (1,124)
-------- ------ -------- -------
Net cash required by financing activities (224,917) - (223,793) (1,124)
-------- ------ -------- -------
Net increase in cash and temporary cash
investments from above activities 1,673 - 1,673 -
Cash and temporary cash investments,
beginning of year 1,321 - 1,320 1
-------- ------ -------- -------
Cash and temporary cash investments, end of year $ 2,994 $ - $ 2,993 $ 1
======== ====== ======== =======
Supplemental Disclosure:
Interest paid $ 114,423 $12,299 $ 116,022 $ 10,700
======== ====== ======== =======
Income taxes paid $ 133,689 $ 133,169 $ 520
======== ======== =======
New capital lease obligations incurred $ 11,048 $ 11,048
======== ========
<FN>
- ----------
The notes to the consolidated financial statements of JCP&L, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Metropolitan Edison Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
(In Thousands)
----------------------------------------------------
<CAPTION>
Metropolitan
Edison Company
and Subsidiary Eliminations Metropolitan Met-Ed York Haven
Companies and Edison Preferred Power
Consolidated Adjustments Company Capital, Inc. Company
-------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Utility Plant:
In service, at original cost $2,411,810 $2,394,394 $17,416
Less, accumulated depreciation 919,771 913,727 6,044
--------- --------- ------
Net utility plant in service 1,492,039 1,480,667 11,372
Construction work in progress 45,435 42,817 2,618
Other, net 39,056 39,056
--------- --------- ------
Net utility plant 1,576,530 1,562,540 13,990
--------- --------- ------
Other Property and Investments:
Common stock of subsidiaries - $ 27,747 27,747
Nuclear decommissioning trusts 168,110 168,110
Other, net 11,958 11,958
--------- ------- ---------
Total other property and investments 180,068 27,747 207,815
--------- ------- ---------
Current Assets:
Cash and temporary cash investments 6,116 5,093 $ 1 1,022
Special deposits 1,055 1,055
Accounts receivable:
Customers, net 65,156 65,156
Other 29,399 11,203 29,180 10,904 518
Unbilled revenues 39,747 39,747
Materials and supplies, at average cost
or less:
Construction and maintenance 38,597 38,597
Fuel 11,323 11,323
Deferred income taxes 2,945 2,945
Prepayments 6,762 6,751 11
--------- ------- --------- ------- ------
Total current assets 201,100 11,203 199,847 10,905 1,551
--------- ------- --------- ------- ------
Deferred Debits and Other Assets:
Regulatory assets:
Income taxes recoverable through future
rates 178,927 179,073 (146)
Three Mile Island Unit 2 deferred costs 146,290 146,290
Nonutility generation contract buyout
costs 76,368 76,368
Other 73,297 73,297
--------- ------- --------- ------- ------
Total regulatory assets 474,882 475,028 (146)
Deferred income taxes 87,332 87,328 4
Other 14,069 103,093 14,069 103,093
--------- ------- --------- ------- ------
Total deferred debits and other assets 576,283 103,093 576,425 103,093 (142)
--------- ------- --------- ------- ------
Total Assets $2,533,981 $142,043 $2,546,627 $113,998 $15,399
========= ======= ========= ======= ======
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Metropolitan Edison Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
(In Thousands)
----------------------------------------------------
<CAPTION>
Metropolitan
Edison Company
and Subsidiary Eliminations Metropolitan Met-Ed York Haven
Companies and Edison Preferred Power
Consolidated Adjustments Company Capital, Inc. Company
-------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 66,273 $ 1,164 $ 66,273 $ 1 $ 1,163
Capital surplus 370,200 16,362 370,200 13,402 2,960
Retained earnings 268,634 10,221 268,634 104 10,117
Accumulated other comprehensive income 12,487 12,487
--------- ------- --------- ------- ------
Total common stockholder's equity 717,594 27,747 717,594 13,507 14,240
Cumulative preferred stock 12,056 12,056
Company-obligated mandatorily redeemable
preferred securities 100,000 100,000
Long-term debt 576,924 103,093 680,017
--------- ------- --------- ------- ------
Total capitalization 1,406,574 130,840 1,409,667 113,507 14,240
--------- ------- --------- ------- ------
Current Liabilities:
Securities due within one year 22 22
Notes payable 67,279 67,279
Obligations under capital leases 38,372 38,372
Accounts payable 158,462 11,203 169,665
Taxes accrued 21,455 20,994 420 41
Interest accrued 15,903 15,832 71
Other 33,351 33,351
--------- ------- --------- ------- ------
Total current liabilities 334,844 11,203 345,515 491 41
--------- ------- --------- ------- ------
Deferred Credits and Other Liabilities:
Deferred income taxes 412,692 411,655 1,037
Three Mile Island Unit 2 future costs 224,354 224,354
Unamortized investment tax credits 29,134 29,088 46
Nuclear fuel disposal fee 30,343 30,343
Regulatory liabilities 24,195 24,160 35
Other 71,845 71,845
--------- ------- --------- ------- ------
Total deferred credits and other
liabilities 792,563 - 791,445 - 1,118
--------- ------- --------- ------- ------
Total Liabilities and Capital $2,533,981 $142,043 $2,546,627 $113,998 $15,399
========== ======== ========== ======== =======
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Metropolitan Edison Company and Subsidiary Companies
Consolidating Statement of Income
For the Year Ended December 31, 1997
(In Thousands)
----------------------------------------------------
<CAPTION>
Metropolitan
Edison Company
and Subsidiary Eliminations Metropolitan Met-Ed York Haven
Companies and Edison Preferred Power
Consolidated Adjustments Company Capital, Inc. Company
-------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Operating Revenues $943,109 $ 6,290 $942,985 $6,414
------- ------ ------- -----
Equity in Earnings of Subsidiaries - 1,865 1,865
------- ------ -------
Operating Expenses:
Fuel 92,726 92,726
Power purchased and interchanged:
Affiliates 17,936 6,290 24,226
Other 223,948 223,948
Other operation and maintenance 228,258 224,481 3,777
Depreciation and amortization 106,437 105,613 824
Taxes, other than income taxes 59,339 59,082 257
------- ------ ------- -----
Total operating expenses 728,644 6,290 730,076 4,858
------- ------ ------- -----
Operating Income Before Income Taxes 214,465 1,865 214,774 1,556
Income taxes 64,314 (416) 63,363 535
------- ------ ------- -----
Operating Income 150,151 2,281 151,411 1,021
------- ------ ------- -----
Other Income and Deductions:
Allowance for other funds used
during construction 75 75
Other income, net 3,371 10,262 3,370 $10,262 1
Income taxes (1,455) (416) (1,455) (416)
------- ------ ------- ------ -----
Total other income and deductions 1,991 9,846 1,915 9,846 76
------- ------ ------- ------ -----
Income Before Interest Charges and
Dividends on Preferred Securities 152,142 12,127 153,326 9,846 1,097
------- ------ ------- ------ -----
Interest Charges and Dividends
on Preferred Securities:
Interest on long-term debt 43,885 43,885
Other interest 6,765 10,262 16,949 72 6
Allowance for borrowed funds used
during construction (1,025) (1,025)
Dividends on company-obligated mandatorily
redeemable preferred securities 9,000 9,000
------- ------ ------- ------ -----
Total interest charges and dividends
on preferred securities 58,625 10,262 59,809 9,072 6
------- ------ ------- ------ -----
Net Income $ 93,517 $ 1,865 $ 93,517 $ 774 $1,091
======= ====== ======= ====== =====
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual Report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Metropolitan Edison Company and Subsidiary Companies
Consolidating Statement of Comprehensive Income
For the Year Ended December 31, 1997
(In Thousands)
----------------------------------------------------
<CAPTION>
Metropolitan
Edison Company
and Subsidiary Eliminations Metropolitan Met-Ed York Haven
Companies and Edison Preferred Power
Consolidated Adjustments Company Capital, Inc. Company
-------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Net Income $ 93,517 $ 1,865 $ 93,517 $ 774 $ 1,091
Other comprehensive income/(loss), net of tax:
Net unrealized gains on investments 4,249 4,249
Minimum pension liability (157) (157)
------- ------ ------- ------- ----
Total other comprehensive income $ 4,092 $ - $ 4,092 $ - $ -
------- ------ ------- ------- ----
Comprehensive income $ 97,609 $ 1,865 $ 97,609 $ 774 $ 1,091
======= ====== ======= ======= ======
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Metropolitan Edison Company and Subsidiary Companies
Consolidating Statement of Retained Earnings
For the Year Ended December 31, 1997
(In Thousands)
----------------------------------------------------
<CAPTION>
Metropolitan
Edison Company
and Subsidiary Eliminations Metropolitan Met-Ed York Haven
Companies and Edison Preferred Power
Consolidated Adjustments Company Capital, Inc. Company
-------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $ 255,649 $ 9,079 $255,649 $ 53 $ 9,026
Net income 93,517 1,865 93,517 774 1,091
Cash dividends declared on common stock (80,000) (723) (80,000) (723)
Cash dividends on cumulative preferred
stock (483) - (483)
Other adjustments, net (49) - (49)
-------- ------ ------- ------- ------
Balance at end of year $ 268,634 $10,221 $268,634 $ 104 $10,117
======== ====== ======= ======= ======
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Metropolitan Edison Company and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Year Ended December 31, 1997
(In Thousands)
----------------------------------------------------
<CAPTION>
Metropolitan
Edison Company
and Subsidiary Eliminations Metropolitan Met-Ed York Haven
Companies and Edison Preferred Power
Consolidated Adjustments Company Capital, Inc. Company
-------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Operating Activities:
Net income $ 93,517 $ 1,865 $ 93,517 $ 774 $ 1,091
Adjustments to reconcile income to cash provided:
Equity in earnings of subsidiaries - (1,865) (1,865)
Depreciation and amortization 113,662 113,047 615
Amortization of property under capital
leases 11,637 11,637
Nuclear outage maintenance costs, net (6,169) (6,169)
Deferred income taxes and investment
tax credits, net 3,137 3,113 24
Allowance for other funds used during
construction (75) (75)
Changes in working capital:
Receivables (22,527) (22,531) (100) 104
Materials and supplies 845 845
Special deposits and prepayments 10,489 10,500 (11)
Payables and accrued liabilities 12,502 12,469 49 (16)
Due to/from affiliates 29,451 29,451
Nonutility generation contract buyout
costs (16,050) (16,050)
Other, net (17,942) (17,942)
-------- ------ -------- -------- ------
Net cash provided by operating activities 212,477 - 210,022 723 1,732
-------- ------ -------- -------- ------
Investing Activities:
Cash construction expenditures (87,613) (86,853) (760)
Contributions to decommissioning trusts (16,992) (16,992)
Other, net (363) (363)
-------- ------ -------- -------- ------
Net cash used for investing activities (104,968) - (104,208) - (760)
-------- ------ -------- -------- ------
Financing Activities:
Issuance of long-term debt 13,577 13,577
Increase in notes payable, net 16,612 16,612
Retirement of long-term debt (40,020) (40,020)
Capital lease principal payments (12,744) (12,744)
Dividends paid on preferred stock (719) (719)
Dividends paid on common stock (80,000) (80,000)
Dividends paid on common stock - Internal - 723 (723)
Capital stock paid-in capital (50) 50
-------- ------ -------- -------- ------
Net cash required by financing activities (103,294) - (102,621) (723) 50
-------- ------ -------- -------- ------
Net increase (decrease) in cash and temporary cash
investments from above activities 4,215 - 3,193 - 1,022
Cash and temporary cash investments,
beginning of year 1,901 - 1,900 1 -
-------- ------ -------- -------- ----
Cash and temporary cash investments, end of year $ 6,116 $ - $ 5,093 $ 1 $ 1,022
======== ====== ======== ======== ======
Supplemental Disclosure:
Interest paid $ 59,819 $10,344 $ 61,163 $ 9,000
======== ====== ======== ========
Income taxes paid $ 55,375 $ 54,253 $ 439 $ 683
======== ======== ======== ======
New capital lease obligations incurred $ 19,695 $ 19,695
======== ========
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Pennsylvania Electric Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
(In Thousands)
------------------------------------------------------
<CAPTION>
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Penelec Nineveh Elec. Light
Companies and Electric Preferred Water and Power
Consolidated Adjustments Company Capital, Inc. Company Company
---------------- ------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Utility Plant:
In service, at original cost $2,812,720 $2,811,673 $1,032 $15
Less, accumulated depreciation 1,091,965 1,091,714 251
--------- --------- ----- --
Net utility plant in service 1,720,755 1,719,959 781 15
Construction work in progress 69,089 69,089
Other, net 26,110 26,110
--------- --------- ----- --
Net utility plant 1,815,954 1,815,158 781 15
--------- --------- ----- --
Other Property and Investments:
Common stock of subsidiaries - $ 15,721 15,721
Nuclear decommissioning trusts 68,129 68,129
Other, net 7,071 7,071
--------- ------- --------- ----- --
Total other property and investments 75,200 15,721 90,921 - -
--------- ------- --------- ----- --
Current Assets:
Cash and temporary cash investments - (815) $ 1 814
Special deposits 2,449 2,449
Accounts receivable:
Customers, net 71,338 71,338
Other 21,051 11,482 21,043 11,482 8
Unbilled revenues 47,728 47,728
Materials and supplies, at average
cost or less:
Construction and maintenance 47,853 47,853
Fuel 14,841 14,841
Deferred income taxes 7,589 7,589
Prepayments 29,856 29,856
--------- ------- --------- ------- ---- --
Total current assets 242,705 11,482 241,882 11,483 822 -
--------- ------- --------- ------- ----- --
Deferred Debits and Other Assets:
Regulatory assets:
Three Mile Island Unit 2 deferred
Costs 89,538 89,538
Income taxes recoverable through
future rates 203,642 203,642
Nonutility generation contract
buyout costs 28,700 28,700
Other 68,220 68,220
--------- ------- --------- ------- ----- --
Total regulatory assets 390,100 390,100
Deferred income taxes 55,698 55,698
Other 13,118 108,247 13,118 108,247
--------- ------- -------- ------- ----- --
Total deferred debits and other assets 458,916 108,247 458,916 108,247 - -
--------- ------- --------- ------- ----- --
Total Assets $2,592,775 $135,450 $2,606,877 $119,730 $1,603 $15
========= ======= ========= ======= ===== ==
<FN>
- ----------
The notes to the consolidated financial statements of Penelec, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
Exhibit F-2
<TABLE>
Pennsylvania Electric Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1997
(In Thousands)
------------------------------------------------------
<CAPTION>
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Penelec Nineveh Elec. Light
Companies and Electric Preferred Water and Power
Consolidated Adjustments Company Capital, Inc. Company Company
---------------- ------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
LIABILITIES AND CAPITAL
Capitalization:
Common stock $ 105,812 $ 17 $ 105,812 $ 1 $ 1 $15
Capital surplus 285,486 15,439 285,486 14,072 1,367
Retained earnings 393,708 265 393,708 109 156
Accumluated other comprehensive
income/(loss) 6,332 - 6,332 - - -
--------- ------- --------- ------- ----- --
Total common stockholder's
equity 791,338 15,721 791,338 14,182 1,524 15
Cumulative preferred stock 16,681 16,681
Company-obligated mandatorily
redeemable preferred securities 105,000 105,000
Long-term debt 676,444 108,247 784,691
--------- ------- --------- ------- ----- --
Total capitalization 1,589,463 123,968 1,592,710 119,182 1,524 15
--------- ------- --------- ------- ----- --
Current Liabilities:
Securities due within one year 30,011 30,011
Notes payable 77,581 77,581
Obligations under capital leases 19,939 19,939
Accounts payable 87,294 11,482 98,772 4
Taxes accrued 15,966 15,488 472 6
Interest accrued 20,902 20,826 76
Other 19,654 19,654
--------- ------- --------- ------- ----- --
Total current liabilities 271,347 11,482 282,271 548 10 -
--------- ------- --------- ------- ----- --
Deferred Credits and Other Liabilities:
Deferred income taxes 478,182 478,151 31
Unamortized investment tax credits 39,353 39,315 38
Three Mile Island Unit 2 future
costs 112,227 112,227
Nuclear fuel disposal fee 15,172 15,172
Regulatory liabilities 29,785 29,785
Other 57,246 57,246
--------- ------- --------- ------- ----- --
Total deferred credits and other
Liabilities 731,965 731,896 - 69 -
--------- ------- --------- ------- ----- --
Total Liabilities and Capital $2,592,775 $135,450 $2,606,877 $119,730 $1,603 $15
========= ======= ========= ======= ===== ==
<FN>
- ----------
The notes to the consolidated financial statements of Penelec, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Pennsylvania Electric Company and Subsidiary Companies
Consolidating Statement of Income
For the Year Ended December 31, 1997
(In Thousands)
------------------------------------------------------
<CAPTION>
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Penelec Nineveh Elec. Light
Companies and Electric Preferred Water and Power
Consolidated Adjustments Company Capital, Inc. Company Company
---------------- ------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues $1,052,936 $1,052,936 $ -
--------- --------- ---
Equity in Earnings of Subsidiaries - $ 829 829
--------- ------ ---------
Operating Expenses:
Fuel 177,256 177,256
Power purchased and interchanged:
Affiliates 3,252 3,252
Other 212,166 212,166
Deferral of energy and capacity
costs, net
Other operation and maintenance 258,416 258,416
Depreciation and amortization 107,111 107,099 $ 12
Taxes, other than income taxes 66,395 66,389 6
--------- ------ --------- ---
Total operating expenses 824,596 - 824,578 18
--------- ------ --------- ---
Operating Income Before Income Taxes 228,340 829 229,187 (18)
Income taxes 70,390 (439) 69,958 (7)
--------- ------ --------- ---
Operating Income 157,950 1,268 159,229 (11)
--------- ------ --------- ---
Other Income and Deductions:
Other income, net 2,469 10,517 2,427 $ 10,518 41
Income taxes (909) (439) (892) (439) (17)
--------- ------ --------- ------ ---
Total other income and
Deductions 1,560 10,078 1,535 10,079 24
--------- ------ --------- ------ ---
Income Before Interest Charges and
Dividends on Preferred Securities 159,510 11,346 160,764 10,079 13
--------- ------ --------- ------ ---
Interest Charges and Dividends
on Preferred Securities:
Interest on long-term debt 49,125 49,125
Other interest 8,338 10,517 18,855
Allowance for borrowed funds used
during construction (2,164) (2,239) 75
Dividends on company-obligated
mandatorily redeemable
preferred securities 9,188 9,188
--------- ------ --------- ------
Total interest charges and
dividends on preferred
securities 64,487 10,517 65,741 9,263 -
--------- ------ --------- ------ --- ---
Net Income $ 95,023 $ 829 $ 95,023 $ 816 $ 13 $ -
========= ====== ========= ======= === ===
<FN>
- ----------
The notes to the consolidated financial statements of Penelec, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Pennsylvania Electric Company and Subsidiary Companies
Consolidating Statement of Comprehensive Income
For the Year Ended December 31, 1997
(In Thousands)
------------------------------------------------------
<CAPTION>
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Penelec Nineveh Elec. Light
Companies and Electric Preferred Water and Power
Consolidated Adjustments Company Capital, Inc. Company Company
---------------- ------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net Income $ 95,023 $ 829 $ 95,023 $ 816 $ 13 $ -
Other comprehensive income/(loss), net of tax:
Net unrealized gains on investments 2,125 2,125
Minimum pension liability (122) (122)
------- ------ ------- ------- ----- -----
Total other comprehensive income $ 2,003 $ - $ 2,003 $ - - -
------- ------ ------- ------- ----- -----
Comprehensive income $ 97,026 $ 829 $ 97,026 $ 816 $ 13 $ -
======= ====== ======= ======= ===== =====
<FN>
- ----------
The notes to the consolidated financial statements of Met-Ed, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Pennsylvania Electric Company and Subsidiary Companies
Consolidating Statement of Retained Earnings
For the Year Ended December 31, 1997
(In Thousands)
------------------------------------------------------
<CAPTION>
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Penelec Nineveh Elec. Light
Companies and Electric Preferred Water and Power
Consolidated Adjustments Company Capital, Inc. Company Company
---------------- ------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 359,373 $ 179 $ 359,373 $ 36 $143 $ -
Net income 95,023 829 95,023 816 13
Cash dividends declared on
common stock (60,000) (743) (60,000) (743)
Cash dividends on cumulative
preferred stock (665) (665)
Other adjustments, net (23) (23)
-------- ------ -------- ---- --- ---
Balance at end of year $ 393,708 $ 265 $ 393,708 $ 109 $156 $ -
======== ====== ======== ===== === ===
<FN>
- ----------
The notes to the consolidated financial statements of Penelec, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Exhibit F-2
Pennsylvania Electric Company and Subsidiary Companies
Consolidating Statement of Cash Flows
For the Year Ended December 31, 1997
(In Thousands)
------------------------------------------------------
<CAPTION>
Pennsylvania
Electric Company Waverly
and Subsidiary Eliminations Pennsylvania Penelec Nineveh Elec. Light
Companies and Electric Preferred Water and Power
Consolidated Adjustments Company Capital, Inc. Company Company
---------------- ------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Operating Activities:
Net income $ 95,023 $ 829 $ 95,023 $ 816 $ 13 $ -
Adjustments to reconcile income to
cash provided:
Equity in earnings of subsidiaries - (829) (829)
Depreciation and amortization 99,688 99,676 12
Amortization of property under capital
leases 7,954 7,954
Nuclear outage maintenance costs, net (3,072) (3,072)
Deferred income taxes and
investment tax credits, net 10,193 10,193
Changes in working capital:
Receivables (10,451) (10,327) (125) 1
Materials and supplies (3,763) (3,763)
Special deposits and prepayments 6,973 6,973
Payables and accrued liabilities 15,356 15,309 52 (5)
Due to/from affiliates (5,595) (5,595)
Nonutility generation contract
buyout costs (10,000) (10,000)
Other, net (22,963) (22,963)
-------- ------ -------- ----- --- --
Net cash provided by operating
activities 179,343 - 178,579 743 21 -
-------- ------ -------- ----- --- --
Investing Activities:
Cash construction expenditures (99,074) (99,074)
Contributions to decommissioning trusts (5,288) (5,288)
Other, net 454 454
-------- ------ -------- ----- --- --
Net cash used for investing
activities (103,908) - (103,908) - - -
-------- ------ -------- ----- --- --
Financing Activities:
Issuance of long-term debt 49,875 49,875
Increase in notes payable, net (30,099) (30,099)
Retirement of long-term debt (26,010) (26,010)
Capital lease principal payments (8,506) (8,506)
Dividends paid on preferred stock (695) (695)
Dividends paid on common stock (60,000) (60,000)
Dividends paid on common stock -
Internal - 743 (743)
-------- ------ -------- ----- --- --
Net cash required by financing
activities (75,435) - (74,692) (743) - -
-------- ------ -------- ----- --- --
Net increase in cash and temporary cash
investments from above activities - - (21) - 21 -
Cash and temporary cash investments,
beginning of year - - (794) 1 793 -
-------- ------ -------- ----- --- --
Cash and temporary cash investments,
end of year $ - $ - $ (815) $ 1 $814 $ -
======== ====== ======== ===== === ==
Supplemental Disclosure:
Interest paid $ 61,819 $10,604 $ 63,235 $9,188
======== ====== ======== =====
Income taxes paid $ 48,348 $ 47,875 $ 462 $ 11
======== ======== ===== ===
New capital lease obligations incurred $ 11,155 $ 11,155
======== ========
<FN>
- ----------
The notes to the consolidated financial statements of Penelec, which are
incorporated by reference from the annual report on Form 10-K for the year ended
December 31, 1997, are an integral part of the consolidating financial
statements.
</FN>
</TABLE>
Exhibit H-1
GPU International, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU International, Inc. |
| |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Selkirk, Inc. |
| |
| |
|---------------------------------|
|
|
20% |
----------------|----------------
| |
| Selkirk Cogeneration Partners |
| Limited Partnership |
| (EWG) |
| 2 facilities |
| 350 MW total |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU International, Inc.
EWG Organizational Chart
---------------------------------
| |
| |
| GPU International, Inc. |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Canada Holding, Ltd. |
| (EWG) |____________
| | |
|---------------------------------| |
| 100% |
| -------|-------
100% | | EI Services |
________________|________________ | Canada, Ltd.|
| | | (EWG) |
| EI Brooklyn Power, Ltd. | |_______________|
| (EWG) |
| |
|---------------------------------|
|
|
|
-----------|-----------
| |
100% | |
--------|-------- |
| EI Brooklyn | |
|Investments, Ltd.| |
| (EWG) | |
|-----------------| |
| |
75.1% | | 1%
----|-----------------------|----
| Brooklyn Energy |
| Limited Partnership |
| (EWG) |
|24 MW facility |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Guaracachi America, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| Empresa Guaracachi S.A. |
| (EWG) |
|3 facilities |
|216 MW total |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Barranquilla, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
29% |
----------------|----------------
| |
| Termobarranquilla S.A. |
| (EWG) |
|2 facilities |
|990 MW total |
|556 MW under construction |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Barranquilla Lease Holding, Inc.|
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Los Amigos Leasing Company, Ltd.|
| (EWG) |
| |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |____
| | |
| | |
|---------------------------------| |
| |
| |
100% | |
----------------|---------------- |
| | |
| EI International | |
| (EWG) | |
| | |
|---------------------------------| |
| |
| |
99% | |
----------------|---------------- |
| | |
| GPUI Colombia, Ltda. | | 1%
| (EWG) . |____|
| |
| |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Hanover Energy Corporation |
| (EWG) |
|Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Power (China), Inc. |
| (EWG) |
|Inactive |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| China Power Partners, L.P. |
| (EWG) |
|Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Power (China) I, Inc. |
| (EWG) |
| Inactive |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| Ming Jiang Power Partners, L.P. |
| (EWG) |
| Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Power (China) II, Inc. |
| (EWG) |
|Inactive |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| Nanjing Power Partners, L.P. |
| (EWG) |
|Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| EI Power (China) III, Inc. |
| (EWG) |
|Inactive |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| Zhuang He Power Partners, L.P. |
| (EWG) |
| Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Austin Cogeneration Corporation |
| (EWG) |
| Inactive |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Austin Cogeneration |
| Partners, L.P. |
| (EWG) |
|Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| International Power |
| Advisors, Inc. |
| (EWG) |
|Inactive |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| GPU Power Philippines, Inc. |
| |
| |
|---------------------------------|
|
|
13.2% |
----------------|----------------
| |
| Magellan Utilities |
| Development Corporation |
| |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| (EWG) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| GPU International Asia, Inc. |
| |
| (EWG) |
| |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Power, Inc.
EWG Organizational Chart
---------------------------------
| |
| GPU Power, Inc. |
| |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| GPUI Power Ireland, Inc. |
| |
| (EWG) |
| |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Electric, Inc.
FUCO Organizational Chart
---------------------------------
| |
| GPU Electric, Inc. |
| (FUCO) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| GPU Australia |
| Holdings, Inc. |
| (FUCO) |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Victoria Electric Holdings, |
| Inc. |
| (FUCO) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Victoria Electric, Inc. |
| |
| (FUCO) |
| |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| Solaris Power |
| (FUCO) |
| Distribution Company |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU Electric, Inc.
FUCO Organizational Chart
---------------------------------
| |
| GPU Electric, Inc. |
| (FUCO) |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| |
| EI UK Holdings, Inc. |
| |
|---------------------------------|
|
|
50% |
----------------|----------------
| |
| Avon Energy |
| Partners Holdings |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Avon Energy |
| Partners plc |
| |
|---------------------------------|
|
|
100% |
----------------|----------------
| |
| Midlands Electricity plc |
| |
| |
|---------------------------------|
<PAGE>
Exhibit H-1
GPU PowerNet PTY., Ltd.
Organizational Chart
---------------------------------
| |
| GPU Electric, Inc. |
| |
| (FUCO) |
|---------------------------------|
|
|
100% |
------------|--------------
| |
| GPU Australia |
_________________| Holdings, Inc. |
| | (FUCO) |
| |---------------------------|
| |
| |
| 100% |
| ------------|--------------
| | |
| | Australia Holdings, Inc |
| | |
| | |
| |---------------------------|
| |
| |
| ----------------------|----------------------
| | | |
| 1% | 99% 100% | 100% |
-|-------|--------- ----------|---------- ---------|----------
| | | | | |
| GPU PowerNet | | GPU PowerNet | | Austran |
| Pty. Ltd. | | Investment Pty. Ltd.| |Investment Pty. Ltd.|
| (Australia) | |(Trustee to Trust A) | |(Trustee to Trust B)|
|-------------------| |---------------------| |--------------------|
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000040779
<NAME> GPU, Inc.
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7,509,571
<OTHER-PROPERTY-AND-INVEST> 2,118,703
<TOTAL-CURRENT-ASSETS> 1,129,180
<TOTAL-DEFERRED-CHARGES> 2,167,254
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 12,924,708
<COMMON> 314,458
<CAPITAL-SURPLUS-PAID-IN> 755,040
<RETAINED-EARNINGS> 2,111,416 <F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,099,930 <F2>
421,500 <F3>
66,478
<LONG-TERM-DEBT-NET> 4,325,972
<SHORT-TERM-NOTES> 298,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 54,714
<LONG-TERM-DEBT-CURRENT-PORT> 619,434
12,500
<CAPITAL-LEASE-OBLIGATIONS> 3,308
<LEASES-CURRENT> 138,919
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,883,453
<TOT-CAPITALIZATION-AND-LIAB> 12,924,708
<GROSS-OPERATING-REVENUE> 4,143,379
<INCOME-TAX-EXPENSE> 223,617
<OTHER-OPERATING-EXPENSES> 3,272,644
<TOTAL-OPERATING-EXPENSES> 3,496,261
<OPERATING-INCOME-LOSS> 647,118
<OTHER-INCOME-NET> 8,641
<INCOME-BEFORE-INTEREST-EXPEN> 655,759
<TOTAL-INTEREST-EXPENSE> 319,321 <F4>
<NET-INCOME> 335,101 <F5>
0
<EARNINGS-AVAILABLE-FOR-COMM> 335,101
<COMMON-STOCK-DIVIDENDS> 239,597
<TOTAL-INTEREST-ON-BONDS> 246,935
<CASH-FLOW-OPERATIONS> 844,263
<EPS-PRIMARY> 2.78
<EPS-DILUTED> 2.77
<FN>
<F1> INCLUDES ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) OF
<F1> ($29,296).
<F2> INCLUDES REACQUIRED COMMON STOCK OF $80,984.
<F3> INCLUDES SUBSIDIARY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
<F3> SECURITIES OF $330,000.
<F4> INCLUDES DIVIDENDS ON SUBSIDIARY-OBLIGATED MANDATORILY REDEEMABLE
<F4> PREFERRED SECURITIES OF $28,888, PREFERRED STOCK DIVIDENDS OF
<F4> SUBSIDIARIES OF $12,524, AND GAIN ON REACQUIRED PREFERRED STOCK
<F4> OF $9,288.
<F5> INCLUDES MINORITY INTEREST NET (INCOME)/LOSS OF ($1,337).
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,881,682
<OTHER-PROPERTY-AND-INVEST> 461,037
<TOTAL-CURRENT-ASSETS> 387,738
<TOTAL-DEFERRED-CHARGES> 960,319
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,690,776
<COMMON> 153,713
<CAPITAL-SURPLUS-PAID-IN> 510,769
<RETAINED-EARNINGS> 875,639
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,540,121
216,500 <F1>
37,741
<LONG-TERM-DEBT-NET> 1,173,304
<SHORT-TERM-NOTES> 95,800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 19,454
<LONG-TERM-DEBT-CURRENT-PORT> 11
12,500
<CAPITAL-LEASE-OBLIGATIONS> 6
<LEASES-CURRENT> 79,419
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,515,920
<TOT-CAPITALIZATION-AND-LIAB> 4,690,776
<GROSS-OPERATING-REVENUE> 2,093,972
<INCOME-TAX-EXPENSE> 110,740
<OTHER-OPERATING-EXPENSES> 1,658,382
<TOTAL-OPERATING-EXPENSES> 1,769,122
<OPERATING-INCOME-LOSS> 324,850
<OTHER-INCOME-NET> 543
<INCOME-BEFORE-INTEREST-EXPEN> 325,393
<TOTAL-INTEREST-EXPENSE> 113,379 <F2>
<NET-INCOME> 212,014
11,376
<EARNINGS-AVAILABLE-FOR-COMM> 200,638
<COMMON-STOCK-DIVIDENDS> 150,000 <F3>
<TOTAL-INTEREST-ON-BONDS> 89,869
<CASH-FLOW-OPERATIONS> 427,825
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> INCLUDES COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
<F1> SECURITIES OF $125,000.
<F2> INCLUDES DIVIDENDS ON COMPANY-OBLIGATED MANDATORILY REDEEMABLE
<F2> PREFERRED SECURITIES OF $10,700.
<F3> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,576,530
<OTHER-PROPERTY-AND-INVEST> 180,068
<TOTAL-CURRENT-ASSETS> 201,100
<TOTAL-DEFERRED-CHARGES> 576,283
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,533,981
<COMMON> 66,273
<CAPITAL-SURPLUS-PAID-IN> 370,200
<RETAINED-EARNINGS> 281,121 <F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 717,594
100,000 <F2>
12,056
<LONG-TERM-DEBT-NET> 576,924
<SHORT-TERM-NOTES> 48,800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 18,479
<LONG-TERM-DEBT-CURRENT-PORT> 22
0
<CAPITAL-LEASE-OBLIGATIONS> 30
<LEASES-CURRENT> 38,372
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,021,704
<TOT-CAPITALIZATION-AND-LIAB> 2,533,981
<GROSS-OPERATING-REVENUE> 943,109
<INCOME-TAX-EXPENSE> 64,314
<OTHER-OPERATING-EXPENSES> 728,644
<TOTAL-OPERATING-EXPENSES> 792,958
<OPERATING-INCOME-LOSS> 150,151
<OTHER-INCOME-NET> 1,991
<INCOME-BEFORE-INTEREST-EXPEN> 152,142
<TOTAL-INTEREST-EXPENSE> 58,625 <F3>
<NET-INCOME> 93,517
483
<EARNINGS-AVAILABLE-FOR-COMM> 93,034
<COMMON-STOCK-DIVIDENDS> 80,000 <F4>
<TOTAL-INTEREST-ON-BONDS> 43,885
<CASH-FLOW-OPERATIONS> 212,477
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> INCLUDES ACCUMULATED OTHER COMPREHENSIVE INCOME OF $12,487.
<F2> REPRESENTS COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
<F2> SECURITIES.
<F3> INCLUDES DIVIDENDS ON COMPANY-OBLIGATED MANDATORILY REDEEMABLE
<F3> PREFERRED SECURITIES OF $9,000.
<F4> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,815,954
<OTHER-PROPERTY-AND-INVEST> 75,200
<TOTAL-CURRENT-ASSETS> 242,705
<TOTAL-DEFERRED-CHARGES> 458,916
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,592,775
<COMMON> 105,812
<CAPITAL-SURPLUS-PAID-IN> 285,486
<RETAINED-EARNINGS> 400,040 <F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 791,338
105,000 <F2>
16,681
<LONG-TERM-DEBT-NET> 676,444
<SHORT-TERM-NOTES> 60,800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 16,781
<LONG-TERM-DEBT-CURRENT-PORT> 30,011
0
<CAPITAL-LEASE-OBLIGATIONS> 3,272
<LEASES-CURRENT> 19,939
<OTHER-ITEMS-CAPITAL-AND-LIAB> 872,509
<TOT-CAPITALIZATION-AND-LIAB> 2,592,775
<GROSS-OPERATING-REVENUE> 1,052,936
<INCOME-TAX-EXPENSE> 70,390
<OTHER-OPERATING-EXPENSES> 824,596
<TOTAL-OPERATING-EXPENSES> 894,986
<OPERATING-INCOME-LOSS> 157,950
<OTHER-INCOME-NET> 1,560
<INCOME-BEFORE-INTEREST-EXPEN> 159,510
<TOTAL-INTEREST-EXPENSE> 64,487 <F3>
<NET-INCOME> 95,023
665
<EARNINGS-AVAILABLE-FOR-COMM> 94,358
<COMMON-STOCK-DIVIDENDS> 60,000 <F4>
<TOTAL-INTEREST-ON-BONDS> 49,125
<CASH-FLOW-OPERATIONS> 179,343
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> INCLUDES ACCUMULATED OTHER COMPREHENSIVE INCOME OF $6,332.
<F2> REPRESENTS COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
<F2> SECURITIES.
<F3> INCLUDES DIVIDENDS ON COMPANY-OBLIGATED MANDATORILY REDEEMABLE
<F3> PREFERRED SECURITIES OF $9,188.
<F4> REPRESENTS COMMON STOCK DIVIDENDS PAID TO PARENT CORPORATION.
</FN>
</TABLE>
