U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended March 31, 1998
GPU, Inc. (File No. 074-00023)
- --------------------------------------------------------------------------------
(Name of Registered Holding Company)
300 Madison Avenue, Morristown, NJ 07962-1911
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
<PAGE>
GPU, Inc.
Quarterly Report Pursuant to Rule 58 of
the Public Utility Holding Company Act of 1935
For the quarterly period ended March 31, 1998
Table of Contents
Item
No. Title Page
--- ---------------------------------------------------- ----
1 Organization Chart 1
2 Issuances and Renewals of Securities and
Capital Contributions 3
3 Associate Transactions 4
4 Summary of Aggregate Investment 7
5 Other Investments 8
6 Financial Statements and Exhibits:
A - Financial Statements 9
B - Exhibits 10
C - Certificate of GPU, Inc. 11
Signature 12
Note: All dollar amounts shown in this Form U-9C-3 are expressed in thousands
except for the amounts presented in the financial statements (Exhibit
A), which are expressed in whole dollars.
<PAGE>
<TABLE>
ITEM 1 - ORGANIZATION CHART
<CAPTION>
Energy (ERC)
or Gas (GRC) Date of State of Percentage of Voting Nature of
Name of Reporting Company Related Company Organization Organization Securities Held ** Business
- --------------------------------------- --------------- ------------ ------------ -------------------- ---------
<S> <C> <C> <C> <C> <C>
GPU, Inc. (a)
GPU Advanced Resources, Inc. ERC 09/13/96 Delaware 100.0% (b)
GPU International, Inc. (a)
Elmwood Energy Corporation ERC 02/13/87 New Jersey 100.0 (c),(d)
Prime Energy Limited Partnership ERC 05/08/86 New Jersey 50.0 (d)
Camchino Energy Corporation ERC 04/26/89 Delaware 100.0 (c),(d)
OLS Power Limited Partnership ERC 08/02/89 Delaware 1.0 (c)
OLS Acquisition Corporation ERC 05/03/89 Delaware 100.0 (c)
OLS Energy - Chino ERC 08/08/84 California 100.0 (d)
OLS Energy - Camarillo ERC 08/08/84 California 100.0 (d)
OLS Energy - Berkeley ERC 09/05/85 California 100.0 *
Geddes Cogeneration Corporation ERC 03/23/89 New York 100.0 (c),(d)
Onondaga Cogeneration Limited
Partnership ERC 06/08/88 New York 50.0 (d)
EI Selkirk, Inc. ERC 10/31/94 Delaware 100.0 (c)
Selkirk Cogeneration Partners Limited
Partnership ERC 06/06/90 Delaware 19.2 (d)
NCP Energy, Inc. ERC 11/21/89 California 100.0 (c),(d)
Syracuse Orange Partners L.P. ERC 04/02/91 Delaware 4.9 (c)
Project Orange Associates L.P. ERC 05/12/88 Delaware 4.4 (d)
NCP Gem, Inc. ERC 05/23/91 Delaware 100.0 (c)
NCP New York, Inc. ERC 07/09/93 Delaware 100.0 *
NCP Brooklyn Power, Inc. ERC 07/09/93 Delaware 100.0 *
NCP Lake Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d)
Lake Investment, L.P. ERC 05/23/91 Delaware 100.0 (c)
Lake Cogen, Ltd. ERC 03/13/91 Florida 49.9 (d)
New Lake Corporation ERC 01/02/97 Florida - (g) (c)
NCP Pasco, Inc. ERC 05/23/91 Delaware 100.0 (c)
NCP Dade Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d)
Dade Investment, L.P. ERC 05/23/91 Delaware 100.0 (c)
Pasco Cogen, Ltd. ERC 03/13/91 Florida 49.9 (d)
NCP Houston Power, Inc. ERC 12/02/93 Delaware 100.0 (c),(d)
NCP Perry, Inc. ERC 12/02/93 Delaware 100.0 (c)
Mid-Georgia Cogen, L.P. ERC 12/03/93 Delaware 50.0 (d)
EI Services, Inc. ERC 10/07/93 Delaware 100.0 (d)
NCP Ada Power, Inc. ERC 07/31/93 California 100.0 *
Umatilla Groves, Inc. ERC 06/17/92 Delaware 100.0 *
Armstrong Energy Corporation ERC 07/14/88 New Jersey 100.0 *
AEC/REF Fuel, Limited Partnership ERC 12/22/89 Pennsylvania 100.0 *
EI Fuels Corporation ERC 08/09/90 Delaware 100.0 (e)
GPU Solar, Inc. ERC 07/09/97 New Jersey 50.0 (f)
1
<PAGE>
<CAPTION>
ITEM 1 - ORGANIZATION CHART (Continued)
<FN>
* Inactive.
** Sets forth the percentage of voting securities held directly or indirectly
by GPU, Inc. or GPU International, Inc. (GPUI), as applicable.
(a) These GPU system companies hold securities directly or indirectly in the
energy-related companies set below their names. GPUI is a wholly owned
subsidiary of GPU, Inc.
(b) This subsidiary was formed to engage in energy services and retail energy
sales.
(c) These energy-related companies hold securities in other energy-related
companies.
(d) These subsidiaries participate in some or all aspects of promoting,
developing, owning, managing and/or operating qualifying facilities, as
defined in the Public Utility Regulatory Policies Act of 1978.
(e) This subsidiary provides fuel management services.
(f) This subsidiary is involved in the development and commercialization of
photovoltaics.
(g) In June 1997, GPUI sold to New Lake Corporation an option, which GPUI held,
to acquire a 50% limited partnership interest in Lake Cogen, Ltd. in
consideration of a $10 million promissory note issued to GPUI. New Lake
Corporation subsequently exercised that option. New Lake Corporation is not
an affiliate of GPUI.
Narrative Description of Activities for Reporting Period
As previously reported, in 1997 NCP Perry, Inc. sold to New Mid-Georgia
Corp. a 50% limited partnership interest in Mid-Georgia Cogen, L.P., in
consideration of a $24 million promissory note.
In February 1998, New Mid-Georgia Corp. sold that interest to an affiliate
of Sonat, Inc. and used the proceeds of the sale to extinguish the $24 million
promissory note issued to NCP Perry, Inc.
</FN>
</TABLE>
2
<PAGE>
<TABLE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
<CAPTION>
Type of Principal Company to Collateral Consideration
Security Amount of Issue or Cost of whom Security Given with Received
Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security
- ------------------------ --------- ---------- -------- ------- ---------------- ---------- -----------------
<S> <C>
None
<CAPTION>
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
-------------------- ----------------- -----------------
<S>
None
<FN>
* Annualized rate.
Note: The information provided in Item 2 presents the activities of the reporting period only.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies
<CAPTION>
Total
Reporting Company Associate Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
- -------------------------------- ------------------------------ ----------------------------------- ------
<S> <C> <C> <C>
EI Services, Inc. Mid-Georgia Cogen, L.P. Construction and operations $xxx (1)
management
NCP Houston Power, Inc. Mid-Georgia Cogen, L.P. Accounting and administration xxx (1)
NCP Lake Power, Inc. Lake Cogen, Ltd. Accounting, administration and xxx (1)
operations and maintenance (O&M)
management
NCP Dade Power, Inc. Pasco Cogen, Ltd. Administration and O&M management xxx (1)
Geddes Cogeneration Corporation Onondaga Cogeneration Limited Accounting, administration and xxx (1)
Partnership O&M management
Camchino Energy Corporation OLS Energy - Chino Accounting, administration and xxx (1)
O&M management
Camchino Energy Corporation OLS Energy - Camarillo Accounting, administration and xxx (1)
O&M management
Elmwood Energy Corporation Prime Energy Limited Partnership Accounting and administration xxx (1)
<FN>
Notes: The information provided in Item 3 presents the activities of the
reporting period only. The amounts required under the caption "Total
Amount Billed" are being filed pursuant to request for confidential
treatment.
(1) The amounts shown represent negotiated contractual rates billed in
accordance with the applicable service contracts filed under Item 6.
</FN>
4
<PAGE>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
<CAPTION>
Total
Reporting Company Associate Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
- -------------------------------- ------------------------------ ----------------------------------- ------
<S> <C> <C> <C>
GPU International, Inc. Prime Energy Limited Partnership O&M management $xxx (1)
GPU International, Inc. EI Services, Inc. Construction and operations xxx (1)
management for Mid-Georgia
Cogen, L.P.
GPU International, Inc. NCP Houston Power, Inc. Accounting and administration for xxx (1)
Mid-Georgia Cogen, L.P.
GPU International, Inc. NCP Lake Power, Inc. Accounting, administration and O&M xxx (1)
management for Lake Cogen, Ltd.
GPU International, Inc. NCP Dade Power, Inc. Administration and O&M management xxx (1)
for Pasco Cogen, Ltd.
GPU International, Inc. Geddes Cogeneration Corporation Accounting and administration for xxx (1)
Onondaga Cogeneration Limited
Partnership
GPU International, Inc. Camchino Energy Corporation Accounting and administration for xxx (1)
OLS Power Limited Partnership
GPU International, Inc. Camchino Energy Corporation Accounting, administration and O&M xxx (1)
management for OLS Energy - Chino
GPU International, Inc. Camchino Energy Corporation Accounting, administration and O&M xxx (1)
management for OLS Energy -
Camarillo
GPU International, Inc. Elmwood Energy Corporation Accounting and administration for xxx (1)
Prime Energy Limited Partnership
5
<PAGE>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (Continued)
Total
<CAPTION>
Total
Reporting Company Associate Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
- -------------------------------- ------------------------------ ----------------------------------- ------
<S> <C> <C> <C>
GPU International, Inc. NCP Energy, Inc. Accounting and administration for $xxx (1)
Syracuse Orange Partners L.P. and
Project Orange Associates L.P.
GPU International, Inc. GPU Solar, Inc. Management, marketing and technical xxx (1)
expertise for GPU Solar, Inc.
GPU International, Inc. GPU Advanced Resources, Inc. Certain general and administrative xxx (1)
services for GPU Advanced Resources, Inc.
Metropolitan Edison Company GPU Advanced Resources, Inc. Certain general and administrative xxx (2)
services for GPU Advanced Resources, Inc.
GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and xxx (3)
administrative services for
GPU Advanced Resources, Inc.
<FN>
Notes: The information provided in Item 3 presents the activities of the
reporting period only. The amounts required under the caption "Total
Amount Billed" are being filed pursuant to request for confidential
treatment.
(1) The amounts shown include overhead charges applied, at a rate of 208%,
to employee salaries billed for services rendered, except in the case
of services performed for NCP Energy, Inc. in respect of Project
Orange Associates L.P. (POA), for which a 120% overhead charge is
applied. In addition, a 10% overhead charge is applied to certain
administrative expenses related to POA. No capital costs were charged.
(2) The amounts shown include overhead charges applied, at a rate of 58%,
to employee salaries billed for services rendered. No capital costs
were charged.
(3) The amounts shown include overhead charges applied, at a rate of
53.4%, to employee salaries billed for services rendered. No capital
costs were charged.
</FN>
</TABLE>
6
<PAGE>
<TABLE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
<CAPTION>
Investments in energy-related companies:
<S> <C> <C> <C>
Total average consolidated capitalization as of March 31, 1998 $8,098,335 Line 1
--------------------
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,214,750 Line 2
Greater of $50 million or line 2 $1,214,750 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Ownership and operation of qualifying facilities (Category VIII) 10,000
Energy services and retail energy sales (Category V) 4,300
Fuel management services (Category IX) -
Operations and maintenance services (Category VII) -
Development and commercialization of photovoltaics (Category II) -
-------
Total current aggregate investment 14,300 Line 4
---------
Difference between the greater of $50 million or 15% of capitalization and
the total aggregate investment of the registered holding company
system (line 3 less line 4) $1,200,450 Line 5
=========
<FN>
Notes: The caption "Total average consolidated capitalization" includes total
common equity, preferred equity (including amounts due within one year),
long-term debt (including amounts due within one year) and short-term
debt.
The caption "Total current aggregate investment" includes all amounts
invested or committed to be invested in energy-related companies on or
after the date of effectiveness of Rule 58 (March 24, 1997), for which
there is recourse, directly or indirectly, to GPU, Inc. or any
subsidiary company thereof.
</FN>
</TABLE>
7
<PAGE>
<TABLE>
ITEM 5 - OTHER INVESTMENTS
<CAPTION>
Aggregate Investment as of Change in Investments Reason for Change
Major Line of Energy-Related Business December 31, 1997 During Reporting Period in Investments
- ------------------------------------- ---------------------------- ----------------------- ---------------------
<S> <C> <C> <C>
Ownership and operation of qualifying
facilities (Category VIII) $163,132 * $(24,000) As previously reported,
in 1997 NCP Perry, Inc.
50% limited partnership
interest sold to New
Mid-Georgia Corp. a in
Mid-Georgia Cogen, L.P.,
in consideration of a $24
million promissory note.
In February 1998, New
Mid-Georgia Corp. sold
that interest to an
affiliate of Sonat, Inc.
and used the proceeds of
the sale to redeem the
$24 million promissory
note issued to NCP Perry,
Inc.
Energy services and retail energy
sales (Category V) 4,300 - No change.
Fuel management services (Category IX) ** - No change.
Operations and maintenance
services (Category VII) ** - No change.
Development and commercialization of
photovoltaics (Category II) Less than $1 - No change.
<FN>
* The caption "Aggregate Investment as of December 31, 1997" includes $129,132
that was invested or committed to be invested in energy-related companies,
prior to the date of effectiveness of Rule 58 (March 24, 1997), for which
there is recourse, directly or indirectly, to GPU, Inc. or any subsidiary
thereof.
** The amounts invested in such energy-related companies, which are immaterial,
have subsequently been reinvested, and are included in "Ownership and
operation of qualifying facilities (Category VIII)."
</FN>
</TABLE>
8
<PAGE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter
ended March 31, 1998.
A-2 Financial statements of Elmwood Energy Corporation for the quarter
ended March 31, 1998 - filed pursuant to request for confidential
treatment.
A-3 Financial statements of Camchino Energy Corporation for the quarter
ended March 31, 1998 - filed pursuant to request for confidential
treatment.
A-4 Financial statements of Prime Energy Limited Partnership for the
quarter ended March 31, 1998 - filed pursuant to request for
confidential treatment.
A-5 Financial statements of Geddes Cogeneration Corporation for the
quarter ended March 31, 1998 - filed pursuant to request for
confidential treatment.
A-6 Financial statements of Onondaga Cogeneration Limited Partnership for
the quarter ended March 31, 1998 - filed pursuant to request for
confidential treatment.
A-7 Financial statements of NCP Energy, Inc. for the quarter ended March
31, 1998 - filed pursuant to request for confidential treatment.
A-8 Financial statements of NCP Lake Power, Inc. for the quarter ended
March 31, 1998 - filed pursuant to request for confidential treatment.
A-9 Financial statements of NCP Dade Power, Inc. for the quarter ended
March 31, 1998 - filed pursuant to request for confidential treatment.
A-10 Financial statements of NCP Houston Power, Inc. for the quarter ended
March 31, 1998 - filed pursuant to request for confidential treatment.
A-11 Financial statements of Mid-Georgia Cogen, L.P. for the quarter ended
March 31, 1998 - filed pursuant to request for confidential treatment.
A-12 Financial statements of EI Services, Inc. for the quarter ended March
31, 1998 - filed pursuant to request for confidential treatment.
A-13 Financial statements of GPU Solar, Inc. for the quarter ended March
31, 1998 - filed pursuant to request for confidential treatment.
Note: Financial statements of EI Fuels Corporation have been omitted since
this subsidiary does not have any material assets, liabilities or
income.
9
<PAGE>
Exhibits
B. Contracts Required by Item 3
B-1 Contract between EI Services, Inc. and Mid-Georgia Cogen, L.P. to
provide construction and operations management services - incorporated
by reference to Exhibit B-1 to GPU's Quarterly Report on Form U-9C-3
for the period ended June 30, 1997.
B-2 Contract between NCP Houston Power, Inc. and Mid-Georgia Cogen, L.P.
to provide accounting and administrative services (included in
partnership agreement) - incorporated by reference to Exhibit B-2 to
GPU's Quarterly Report on Form U-9C-3 for the period ended June 30,
1997.
B-3 Contract between NCP Lake Power, Inc. and Lake Cogen, Ltd. to provide
accounting, administrative and operations and maintenance (O&M)
management services (included in partnership agreement) - incorporated
by reference to Exhibit B-3 to GPU's Quarterly Report on Form U-9C-3
for the period ended June 30, 1997.
B-4 Contract between NCP Dade Power, Inc. and Pasco Cogen, Ltd. to provide
administrative and O&M management services (included in partnership
agreement) - incorporated by reference to Exhibit B-4 to GPU's
Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.
B-5 Contract between Geddes Cogeneration Corporation and Onondaga
Cogeneration Limited Partnership to provide accounting, administrative
and O&M management services (included in partnership agreement)
incorporated by reference to Exhibit B-5 to GPU's Quarterly Report on
Form U-9C-3 for the period ended June 30, 1997.
B-6 Contract between Camchino Energy Corporation and OLS Power Limited
Partnership to provide accounting and administrative services (included
in partnership agreement) - incorporated by reference to Exhibit B-6 to
GPU's Quarterly Report on Form U-9C-3 for the period ended June 30,
1997.
B-7 Contract between Camchino Energy Corporation and OLS Energy - Chino to
provide accounting, administrative and O&M management services -
incorporated by reference to Exhibit B-7 to GPU's Quarterly Report on
Form U-9C-3 for the period ended June 30, 1997.
B-8 Contract between Camchino Energy Corporation and OLS Energy -
Camarillo to provide accounting, administrative and O&M management
services - incorporated by reference to Exhibit B-8 to GPU's Quarterly
Report on Form U-9C-3 for the period ended June 30, 1997.
B-9 Contract between Elmwood Energy Corporation and Prime Energy Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - incorporated by reference to
Exhibit B-9 to GPU's Quarterly Report on Form U-9C-3 for the period
ended June 30, 1997.
B-10 Contract between GPU International, Inc. and Prime Energy Limited
Partnership to provide O&M management services - incorporated by
reference to Exhibit B-10 to GPU's Quarterly Report on Form U-9C-3 for
the period ended June 30, 1997.
10
<PAGE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
B. Contracts Required by Item 3
B-11 Contract between GPU International, Inc. and Onondaga Cogeneration
Limited Partnership to provide O&M management services - incorporated
by reference to Exhibit B-11 to GPU's Quarterly Report on Form U-9C-3
for the period ended June 30, 1997.
B-12 Contract between GPU International, Inc. and GPU Solar, Inc. to provide
management, marketing and technical expertise services - incorporated
by reference to Exhibit B-12 to GPU's Quarterly Report on Form U-9C-3
for the period ended September 30, 1997.
B-13 Contract between GPU Service, Inc. and GPU Advanced Resources, Inc. to
provide legal and certain general and administrative services -
incorporated by reference to Exhibit B-12 to GPU's Quarterly Report on
Form U-9C-3 for the period ended December 31, 1998.
Note: Services rendered by GPU International, Inc. to EI Services, Inc.,
NCP Houston Power, Inc., NCP Lake Power, Inc., NCP Dade Power, Inc.,
Geddes Cogeneration Corporation, Camchino Energy Corporation, Elmwood
Energy Corporation, NCP Energy, Inc. and GPU Advanced Resources, Inc.,
and services rendered by Metropolitan Edison Company to GPU Advanced
Resources, Inc. are provided pursuant to oral arrangements and no
written agreements exist.
C. Certificate of GPU, Inc.
11
<PAGE>
SIGNATURE
The undersigned registered holding company has duly caused this quarterly
report to be signed on its behalf by the undersigned officer thereunto duly
authorized pursuant to the requirements of the Public Utility Holding Company
Act of 1935.
GPU, INC.
May 28, 1998
By /s/ F. A. Donofrio
-----------------------------------------
F. A. Donofrio, Vice President,
Comptroller and Chief Accounting Officer
12
Index of Financial Statements and Exhibits to be Filed in EDGAR
A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter ended
March 31, 1998.
C Certificate of GPU, Inc.
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Balance Sheet
March 31, 1998
----------------------------
(Unaudited)
Assets
Current assets:
Cash and temporary cash investments $ 674,299
Accounts receivable:
Customers 1,254,644
Other 882,504
Deferred income taxes 315,000
Prepayments 9,556
Total current assets 3,136,003
Other property and investments 13,432
Total Assets $ 3,149,435
==========
Liabilities & Stockholder's Equity
Current liabilities:
Accounts payable $ 2,967,308
Other 1,356,415
----------
Total current liabilities 4,323,723
Stockholder's equity:
Common stock 100
Capital surplus 4,300,000
Retained earnings (5,474,388)
----------
Total stockholder's equity (1,174,288)
Total Liabilities & Stockholder's Equity $ 3,149,435
==========
<PAGE>
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Statement of Income
----------------------------
(Unaudited)
Three Months
Ended
March 31, 1998
--------------
Operating Revenues $ 1,924,958
----------
Other operation and maintenance 3,179,460
----------
Operating Loss (1,254,502)
Other income, net 33,442
----------
Earnings Before Income Taxes (1,221,060)
Income tax benefit ( 426,871)
----------
Net Loss $( 794,189)
==========
Exhibit C
GPU, Inc.
300 Madison Avenue, Morristown, NJ 07962-1911
Certificate
-----------
Pursuant to the requirements of Rule 58 of the Public Utility Holding
Company Act of 1935, the undersigned certifies that:
A conformed copy of the publicly available quarterly report on Form
U-9C-3, for the period ended December 31, 1997, was filed with the
state commissions having jurisdiction over the electric retail rates
of GPU's public utility subsidiary companies. The names and addresses
of these state commissions are as follows:
New Jersey Division of Energy
Board of Public Utilities
Two Gateway Center
Newark, NJ 07102
Commonwealth of Pennsylvania
Public Utility Commission
P.O. Box 3265
Harrisburg, PA 17105-3265
May 28, 1998
By /s/ P. R. Chatman
--------------------------------
P. R. Chatman,
Assistant Comptroller -
GPU Service, Inc.
Note: Pennsylvania Electric Company ("Penelec") is also subject to retail rate
regulation by the New York Public Service Commission with respect to
retail service to approximately 3,700 customers in Waverly, New York
served by Waverly Electric Power & Light Company, a Penelec subsidiary.
Waverly Electric's revenues are immaterial, accounting for less than 1%
of Penelec's total operating revenues.
