U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended June 30, 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 June 30, 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 *
NCP Commerce Power, Inc. ERC 08/31/93 California 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>
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.
</FN>
</TABLE>
Narrative Description of Activities for Reporting Period
--------------------------------------------------------
On June 1, 1998, Mid-Georgia Cogen, L.P. (Mid-Georgia), which owns a 300
MW facility located in Kathleen, Georgia, began commercial operation. GPUI
indirectly owns 50% of Mid-Georgia. Mid-Georgia has a 30-year power purchase
agreement to sell energy on a dispatchable basis. On June 1, 1998, GPUI made an
investment of $16 million in the Mid-Georgia project.
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> <C> <C> <C> <C> <C> <C>
Mid-Georgia Cogen, L.P. Partnership N/A N/A N/A GPU N/A On June 1, 1998,
Interest International, Inc. GPUI made an
investment of $16
million in the
Mid-Georgia
project.
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
------- ------- ------------
GPU International, Inc. Mid-Georgia Cogen, L.P. $16,000
* Annualized rate.
<FN>
Note: The information provided in Item 2 presents the activities of the reporting period only.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS
<CAPTION>
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies
Total
Reporting Company Associate Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
------------------ ------------------ -------------------------- ------
<S> <C> <C> <C>
EI Services, Inc. Mid-Georgia Cogen, L.P. Construction and operations $xxx (1)
management
NCP Houston Power, Inc. Mid-Georgia Cogen, L.P. Accounting and administration xxx (1)
EI Fuels Corporation Mid-Georgia Cogen, L.P. Fuel supplies and management xxx (1)
services
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 Partnership Accounting, administration and xxx (1)
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>
</TABLE>
4
<PAGE>
<TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
<CAPTION>
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
------------------ ------------------ -------------------------- ------
<S> <C> <C> <C>
GPU International, Inc. Prime Energy Limited Partnership O&M management $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
</TABLE>
<PAGE>
<TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
<CAPTION>
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (Continued)
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
------------------ ------------------ -------------------------- ------
<S> <C> <C> <C>
GPU International, Inc. 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 June 30, 1998 $8,375,804 Line 1
-------------------
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,256,371 Line 2
Greater of $50 million or line 2 $1,256,371 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Ownership and operation of qualifying facilities (Category VIII) 26,000
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 30,300 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) $1,226,071 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 March 31, 1998 During Reporting Period in Investments
- ------------------------------------- ------------------------- ----------------------- ---------------------
<S> <C> <C> <C>
Ownership and operation of qualifying
facilities (Category VIII) $139,132 * $ 16,000 On June 1, 1998, Mid-Georgia,
which owns a 300 MW facility
located in Kathleen, Georgia,began
commercial operation. On June 1,
1998, GPUI made an investment of
$16 million in the Mid-Georgia
project.
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 March 31, 1998" 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 June 30, 1998.
A-2 Financial statements of Elmwood Energy Corporation for the quarter
ended June 30, 1998 - filed pursuant to request for confidential
treatment.
A-3 Financial statements of Camchino Energy Corporation for the quarter
ended June 30, 1998 - filed pursuant to request for confidential
treatment.
A-4 Financial statements of Prime Energy Limited Partnership for the
quarter ended June 30, 1998 - filed pursuant to request for
confidential treatment.
A-5 Financial statements of Geddes Cogeneration Corporation for the
quarter ended June 30, 1998 - filed pursuant to request for
confidential treatment.
A-6 Financial statements of Onondaga Cogeneration Limited Partnership
for the quarter ended June 30, 1998 - filed pursuant to request
for confidential treatment.
A-7 Financial statements of NCP Energy, Inc. for the quarter ended June
30, 1998 - filed pursuant to request for confidential treatment.
A-8 Financial statements of NCP Lake Power, Inc. for the quarter ended
June 30, 1998 - filed pursuant to request for confidential treatment.
A-9 Financial statements of NCP Dade Power, Inc. for the quarter ended
June 30, 1998 - filed pursuant to request for confidential treatment.
A-10 Financial statements of NCP Houston Power, Inc. for the quarter
ended June 30, 1998 - filed pursuant to request for confidential
treatment.
A-11 Financial statements of Mid-Georgia Cogen, L.P. for the quarter
ended June 30, 1998 - filed pursuant to request for confidential
treatment.
A-12 Financial statements of EI Services, Inc. for the quarter ended
June 30, 1998 - filed pursuant to request for confidential treatment.
A-13 Financial statements of GPU Solar, Inc. for the quarter ended June
30, 1998 - filed pursuant to request for confidential treatment.
A-14 Financial statements of EI Fuels Corporation for the quarter
ended June 30, 1998 - filed pursuant to request for confidential
treatment.
9
<PAGE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
Exhibits
- --------
B. Contracts Required by Item 3
----------------------------
B-1 Contract between EI Services, Inc. and Mid-Georgia Cogen, L.P. to
provide construction and operations management services -
incorporated by reference to Exhibit B-1 to GPU's Quarterly Report
on Form U-9C-3 for the period ended June 30, 1997.
B-2 Contract between NCP Houston Power, Inc. and Mid-Georgia Cogen, L.P.
to provide accounting and administrative services
(included in partnership agreement) - incorporated by reference to
Exhibit B-2 to GPU's Quarterly Report on Form U-9C-3 for
the period ended June 30, 1997.
B-3 Contract between NCP Lake Power, Inc. and Lake Cogen, Ltd. to
provide accounting, administrative and operations and maintenance
(O&M) management services (included in partnership agreement)
- incorporated by reference to Exhibit B-3 to GPU's Quarterly
Report on Form U-9C-3 for the period ended June 30, 1997.
B-4 Contract between NCP Dade Power, Inc. and Pasco Cogen, Ltd. to
provide administrative and O&M management services (included in
partnership agreement) - incorporated by reference to Exhibit B-4 to
GPU's Quarterly Report on Form U-9C-3 for the period ended June 30,
1997.
B-5 Contract between Geddes Cogeneration Corporation and Onondaga
Cogeneration Limited Partnership to provide accounting,
administrative and O&M management services (included in partnership
agreement) - incorporated by reference to Exhibit B-5 to GPU's
Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.
B-6 Contract between Camchino Energy Corporation and OLS Power Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - incorporated by reference to
Exhibit B-6 to GPU's Quarterly Report on Form U-9C-3 for the period
ended June 30, 1997.
B-7 Contract between Camchino Energy Corporation and OLS Energy - Chino
to provide accounting, administrative and O&M management services -
incorporated by reference to Exhibit B-7 to GPU's Quarterly Report
on Form U-9C-3 for the period ended June 30, 1997.
B-8 Contract between Camchino Energy Corporation and OLS Energy -
Camarillo to provide accounting, administrative and O&M management
services - incorporated by reference to Exhibit B-8 to GPU's
Quarterly Report on Form U-9C-3 for the period ended June 30, 1997.
B-9 Contract between Elmwood Energy Corporation and Prime Energy Limited
Partnership to provide accounting and administrative services
(included in partnership agreement) - incorporated by reference to
Exhibit B-9 to GPU's Quarterly Report on Form U-9C-3 for the period
ended June 30, 1997.
B-10 Contract between GPU International, Inc. 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-13 to GPU's Quarterly Report
on Form U-9C-3 for the period ended December 31, 1997.
B-14 Contract between EI Fuels Corporation and Mid-Georgia Cogen, L.P. to
provide fuel supplies and management services - filed pursuant to
request for confidential treatment.
Note: Services rendered by GPU International, Inc. to EI Services, Inc.,
----
NCP Houston Power, Inc., NCP Lake Power, Inc., NCP Dade Power, Inc.,
Geddes Cogeneration Corporation, Camchino Energy Corporation,
Elmwood Energy Corporation, 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.
August 31, 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 June 30, 1998.
C Certificate of GPU, Inc.
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Balance Sheet
June 30, 1998
-------------
(Unaudited)
Assets
Current assets:
Cash and temporary cash investments $ 1,339,311
Accounts receivable:
Customers 1,468,902
Other 107,746
Deferred income taxes 262,500
Prepayments 12,049
Total current assets 3,190,508
Other property and investments 31,976
Total Assets $ 3,222,484
==========
Liabilities & Stockholder's Equity
Current liabilities:
Accounts payable $ 3,242,649
Other 1,362,955
----------
Total current liabilities 4,605,604
Deferred income taxes 136,395
Stockholder's equity:
Common stock 100
Capital surplus 4,300,000
Retained earnings (5,819,615)
Total stockholder's equity (1,519,515)
Total Liabilities & Stockholder's Equity $ 3,222,484
<PAGE>
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Statement of Income
(Unaudited)
Three Months
Ended
June 30, 1998
Operating Revenues $ 3,292,342
----------
Other operation and maintenance 3,841,594
Operating Loss ( 549,252)
Other income, net 18,134
Earnings Before Income Taxes ( 531,118)
Income tax benefit ( 185,892)
----------
Net Loss $( 345,226)
==========
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 March 31, 1998, 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
August 31, 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.
