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, 1999
--------------
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, 1999
--------------
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>
<CAPTION>
ITEM 1 - ORGANIZATION CHART
Energy (ERC)
or Gas (GRC) Date of State of Percentage of Voting Nature of
Name of Reporting Company Related Company Organization Organization Securities Held ** Business
------------------------- --------------- ------------ ------------ ------------------ --------
GPU, Inc. (a)
- --------------
<S> <C> <C> <C> <C> <C>
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 II Corporation ERC 06/24/98 Delaware 100.0 (c),(d)
Geddes Cogeneration Corporation ERC 03/23/89 New York 100.0 (c),(d)
Onondaga Cogeneration
Limited Partnership ERC 06/08/88 New York 100.0 (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 New York, Inc. ERC 07/09/93 Delaware 100.0 *
NCP Brooklyn Power, Inc. ERC 07/09/93 Delaware 100.0 *
NCP Gem, Inc. ERC 05/23/91 Delaware 100.0 (c)
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 Corp. ERC 01/02/97 Florida - (g) (c)
GPUI Lake Holdings, Inc. ERC 12/24/96 Delaware 100.0 *
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)
GPUI Holdings, Inc. ERC 03/03/97 Delaware 100.0 *
1
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<TABLE>
<CAPTION>
ITEM 1 - ORGANIZATION CHART (Continued)
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 Generation Services - Lake, Inc. ERC 04/05/99 Delaware 100.0 (d)*
GPU Generation Services - Pasco, Inc. ERC 04/05/99 Delaware 100.0 (d)
<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 Corp. 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 Corp. subsequently exercised that option. New Lake Corp. is not
an affiliate of GPUI.
Narrative Description of Activities for Reporting Period
--------------------------------------------------------
GPU Advanced Resources, Inc. - In the second quarter of 1999, GPU, Inc. made
additional capital contributions to GPU Advanced Resources (GPU AR) totaling $2
million.
Mid-Georgia Cogen, L.P. - In the second quarter of 1999, a letter of credit used
to collateralize certain obligations of Mid-Georgia Cogen, L.P. with respect to
its 30-year power purchase agreement with Georgia Power, was increased to $642
thousand from $320 thousand. The letter of credit is guaranteed by GPU, Inc.
GPU Generation Services - Lake, Inc. - On April 5, 1999, GPU International, Inc.
(GPUI) formed GPU Generation Services - Lake, Inc. to perform operation and
maintenance services for Lake Cogen, Ltd. Such services will begin at an
undetermined date.
GPU Generation Services - Pasco, Inc. - On April 5, 1999, GPUI formed GPU
Generation Services - Pasco, Inc. to perform operation and maintenance services
for Pasco Cogen, Ltd. Such services are scheduled to begin on January 1, 2000.
2
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Company to Collateral Consideration
Security Amount of Issue or Cost of whom Security Given with Received
Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security
- ------------------------ ------ -------- ------- ------- -------------------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
GPU Generation Common Stock 10 dollars Issue N/A GPU International, Inc. None 10 dollars
Services -Pasco, Inc.
<CAPTION>
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
-------------------- ----------------------- ------------------
<S> <C> <C>
GPU, Inc. GPU Advanced Resources, Inc. $2,000
<FN>
Note: The information provided in Item 2 presents the activities of the
- ----- reporting period only.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies
Total
Reporting Company Associate Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
- ------------------------ ------------------------ ----------------------------- --------
<S> <C> <C> <C>
EI Services, Inc. Mid-Georgia Cogen, L.P. Operations management $xxx (1)
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 Onondaga Cogeneration Accounting, administration and xxx (1)
Corporation Limited 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 Accounting and administration xxx (1)
Limited Partnership
<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
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<PAGE>
<TABLE>
<CAPTION>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
- ------------------------ ------------------------ ----------------------------- --------
<S> <C> <C> <C>
GPU International, Inc. Prime Energy O&M management $xxx
Limited Partnership
GPU International, Inc. EI Services, Inc. Operations management for xxx (1)
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>
<CAPTION>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (Continued)
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
- ------------------------ ------------------------ ----------------------------- --------
<S> <C> <C> <C>
GPU International, Inc. NCP Energy, Inc. Accounting and administration for $xxx (1)
Syracuse Orange Partners
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 143%, to employee salaries billed for services rendered. No
capital costs were charged.
(2) The amounts shown include overhead charges applied, at a rate
of 45.65%, to employee salaries billed for services rendered.
No capital costs were charged.
(3) The amounts shown include overhead charges applied, at a rate
of 45.91%, to employee salaries billed for services rendered.
No capital costs were charged.
</FN>
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
<S> <C> <C> <C>
Total average consolidated capitalization as of June 30, 1999 $9,025,033 Line 1
-------------
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,353,755 Line 2
Greater of $50 million or line 2 $1,353,755 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Ownership and operation of qualifying facilities (Category VIII) 36,106
Energy services and retail energy sales (Category V) 16,000
Fuel management services (Category IX) -
Operations and maintenance services (Category VII) -
Development and commercialization of photovoltaics (Category II) 100
---------
Total current aggregate investment 52,206 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) $1,301,549 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>
7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 5 - OTHER INVESTMENTS
Aggregate Investment
as of Change in Investments Reason for Change
Major Line of Energy-Related Business March 31, 1999 During Reporting Period in Investments
- ------------------------------------- -------------------- ----------------------- -------------------------------
<S> <C> <C> <C>
Ownership and operation of qualifying
facilities (Category VIII) $164,916 * $ 322 In the second quarter of 1999, a
letter of credit used to
collateralize certain obligations
of Mid-Georgia Cogen, L.P. with
respect to its 30-year power
purchase agreement with Georgia
Power, was increased to $642
thousand from $320 thousand. The
letter of credit is guaranteed by
GPU, Inc.
10 dollars On April 5, 1999, GPUI formed GPU
Generation Services - Pasco, Inc. to
perform operation and maintenance
services for Pasco Cogen, Ltd. GPUI
paid ten dollars to acquire all of
the outstanding shares of GPU
Generation Services - Pasco, Inc.'s
common stock.
Energy services and retail
energy sales (Category V) 14,000 2,000 In the second quarter of 1999, GPU,
Inc. made additional capital
contributions to GPU AR totaling $2
million.
Fuel management services (Category IX) ** - No change.
Operations and maintenance
services (Category VII) ** - No change.
Development and commercialization of
photovoltaics (Category II) 100 - No change.
<FN>
* The caption "Aggregate Investment as of March 31, 1999" includes $129,132
that was invested or committed to be invested in energy-related companies,
prior to the date of effectiveness of Rule 58 (March 24, 1997), for which
there is recourse, directly or indirectly, to GPU, Inc. or any subsidiary
thereof.
** The amounts invested in such energy-related companies, which are
immaterial, have subsequently been reinvested, and are included in
"Ownership and operation of qualifying facilities (Category VIII)."
8
</FN>
</TABLE>
<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, 1999.
A-2 Financial statements of Elmwood Energy Corporation for the quarter
ended June 30, 1999 - filed pursuant to request for confidential
treatment.
A-3 Financial statements of Camchino Energy Corporation for the quarter
ended June 30, 1999 - filed pursuant to request for confidential
treatment.
A-4 Financial statements of Prime Energy Limited Partnership for the
quarter ended June 30, 1999 - filed pursuant to request for
confidential treatment.
A-5 Financial statements of Geddes Cogeneration Corporation for the
quarter ended June 30, 1999 - filed pursuant to request for
confidential treatment.
A-6 Financial statements of Onondaga Cogeneration Limited Partnership for
the quarter ended June 30, 1999 - filed pursuant to request for
confidential treatment.
A-7 Financial statements of NCP Energy, Inc. for the quarter ended June
30, 1999 - filed pursuant to request for confidential treatment.
A-8 Financial statements of NCP Lake Power, Inc. for the quarter ended
June 30, 1999 - filed pursuant to request for confidential treatment.
A-9 Financial statements of NCP Dade Power, Inc. for the quarter ended
June 30, 1999 - filed pursuant to request for confidential treatment.
A-10 Financial statements of NCP Houston Power, Inc. for the quarter ended
June 30, 1999 - filed pursuant to request for confidential treatment.
A-11 Financial statements of Mid-Georgia Cogen, L.P. for the quarter ended
June 30, 1999 - filed pursuant to request for confidential treatment.
A-12 Financial statements of EI Services, Inc. for the quarter ended June
30, 1999 - filed pursuant to request for confidential treatment.
A-13 Financial statements of GPU Solar, Inc. for the quarter ended June 30,
1999 - filed pursuant to request for confidential treatment.
A-14 Financial statements of EI Fuels Corporation for the quarter ended
June 30, 1999 - filed pursuant to request for confidential treatment.
A-15 Financial statements of Geddes II Corporation for the quarter ended
June 30, 1999 - filed pursuant to request for
confidential treatment.
A-16 Financial statements of GPU Generation Services - Pasco, Inc. for the
quarter ended June 30, 1999 - filed pursuant to request for
confidential treatment.
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-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 incorporated by
reference to Exhibit B-14 to GPU's Quarterly Report on Form U-9C-3 for
the period ended June 30, 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.
August 26, 1999
By /s/ P. E. Maricondo
--------------------------------------
P. E. Maricondo, 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, 1999.
C. Certificate of GPU, Inc.
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Balance Sheet
June 30, 1999
----------------------------
(Unaudited)
Assets
Current assets:
Cash and temporary cash investments $ 7,639,529
Accounts receivable:
Customers 15,678,825
Other 1,860
Prepayments 40,579
----------
Total current assets 23,360,793
----------
Other property and investments 40,183
Deferred debits and other assets 38,000
----------
Total Assets $23,438,976
===========
Liabilities & Stockholder's Equity
Current liabilities:
Accounts payable $11,504,928
Other 598,703
----------
Total current liabilities 12,103,631
----------
Deferred income taxes 665,401
----------
Stockholder's equity:
Common stock 100
Capital surplus 16,000,000
Retained earnings (5,330,156)
----------
Total stockholder's equity 10,669,944
-------------------------- ----------
Total Liabilities & Stockholder's Equity $23,438,976
===========
<PAGE>
Exhibit A-1
GPU ADVANCED RESOURCES, INC.
Statements of Income
----------------------------
(Unaudited)
Three Months Six Months
Ended Ended
June 30,1999 June 30,1999
------------ ------------
Operating Revenues $21,060,484 $ 37,520,873
----------- ------------
Operating Expenses:
Power purchased 20,373,913 33,444,411
Other operation and maintenance 876,033 1,518,937
---------- ----------
Total Operating Expenses 21,249,946 34,963,348
Operating Income/(Loss) (189,462) 2,557,525
Other Income and Expenses, Net 39,857 54,824
---------- -----------
Earnings/(Losses) Before Income Taxes (149,605) 2,612,349
Income tax expense/(benefit) (49,777) 1,031,319
----------- ----------
Net Income/(Loss) $ (99,828) $ 1,581,030
========== ==========
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 copy of quarterly report on Form U-9C-3, for the period ended
March 31, 1999, 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
*A conformed copy of the publicly available report was filed with the
Pennsylvania Public Utility Commission.
August 26, 1999
By /s/ P. E. Maricondo
-------------------------------
P. E. Maricondo, Vice President,
Comptroller and Chief Accounting
Officer
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.
