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 September 30, 2000
------------------
GPU, Inc. (File No. 074-00023)
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(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 September 30, 2000
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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
---------------------------------- --------------- ------------ ------------ --------------------- ----------
GPU, Inc. (a)
---------
GPU Advanced Resources, Inc. ERC 09/13/96 Delaware 100.0% (b)
GPU International, Inc. (a)
-----------------------
<S> <C> <C> <C> <C> <C>
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)
Geddes II Corporation ERC 06/24/98 Delaware 100.0 (c)
Geddes Cogeneration Corporation ERC 03/23/89 New York 100.0 (c)
Onondaga Cogeneration Limited Partnership ERC 06/08/88 New York 100.0 (b)
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)
Syracuse Orange Partners L.P. ERC 04/02/91 Delaware 4.9 *
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 (g) (d)
NCP Pasco, Inc. ERC 05/23/91 Delaware 100.0 (c)
NCP Dade Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d)
Dade Investment, L.P. ERC 05/23/91 Delaware 100.0 (c)
Pasco Cogen, Ltd. ERC 03/13/91 Florida 49.9 (d)
NCP Houston Power, Inc. ERC 12/02/93 Delaware 100.0 (c),(d)
NCP Perry, Inc. ERC 12/02/93 Delaware 100.0 (c)
Mid-Georgia Cogen, L.P. ERC 12/03/93 Delaware 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 Lake Holdings, Inc. ERC 03/03/97 Delaware 100.0 *
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)
* Inactive.
** Sets forth the percentage of voting securities held directly or indirectly by GPU, Inc. or GPU International, Inc. (GPUI), as
applicable.
</TABLE>
1
<PAGE>
ITEM 1 - ORGANIZATION CHART (Continued)
(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 assigned and transferred the option to acquire an
additional 50% limited partnership interest in Lake Cogen, Ltd. (Lake) to
New Lake Corp. (New Lake), an unaffiliated company, for a promissory
note. New Lake then exercised the option and acquired the limited
partnership interest in Lake. GPUI has indemnified New Lake against all
claims and liabilities incurred relating to the operations of Lake. In
turn, New Lake has agreed to sell its interest in Lake to a purchaser yet
to be designated by GPUI. Based on this, Lake and New Lake are included
as consolidated entities in GPUI's financial statements.
Narrative Description of Activities for Reporting Period
--------------------------------------------------------
In October 2000, GPU, Inc. agreed to sell GPUI (including all the GPUI
subsidiaries listed in Item 1, except for NCP Energy Inc.; NCP Ada Power,
Inc.; and GPU Solar, Inc.) to Aquila Energy Corporation, a subsidiary of
UtiliCorp United, for $225 million. GPU, Inc. expects to complete the
sale, which is subject to certain federal and state regulatory approvals,
by the end of 2000.
2
<PAGE>
<TABLE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
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
------------------------ -------- --------- ------- -------- ------------- ----------- ------------------
None.
Company Contributing Company Receiving Amount of Capital
Capital Capital Contribution
---------------------------- ---------------------------- ------------------
None.
</TABLE>
Note: The information provided in Item 2 presents the activities of the
---- reporting period only.
3
<PAGE>
ITEM 3 - ASSOCIATE TRANSACTIONS
<TABLE>
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. Operations management $ xx (1)
NCP Houston Power, Inc. Mid-Georgia Cogen, L.P. Accounting and administration xx (1)
EI Fuels Corporation Mid-Georgia Cogen, L.P. Fuel supplies and management xx (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 xx (1)
Geddes Cogeneration Corporation Onondaga Cogeneration Limited Partnership Accounting, administration and xxx (1)
O&M management
Elmwood Energy Corporation Prime Energy Limited Partnership Accounting and administration xx (1)
GPU Generation Services - Pasco Cogen, Ltd. O&M services xxx (1)
Pasco, Inc.
</TABLE>
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.
4
<PAGE>
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
<TABLE>
Part II - Transactions Performed by Associate Companies on Behalf of Reporting
Companies
<CAPTION>
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
GPU International, Inc. EI Services, Inc. Operations management for x (1)
Mid-Georgia Cogen, L.P.
GPU International, Inc. NCP Houston Power, Inc. Accounting and administration for xx (1)
Mid-Georgia Cogen, L.P.
GPU International, Inc. NCP Lake Power, Inc. Accounting, administration and O&M xx (1)
management for Lake Cogen, Ltd.
GPU International, Inc. NCP Dade Power, Inc. Administration for Pasco Cogen, Ltd. xx (1)
GPU International, Inc. Onondaga Cogeneration Limited O&M management x (1)
Partnership
GPU International, Inc. Geddes Cogeneration Corporation Accounting and administration for xxx (1)
Onondaga Cogeneration Limited
Partnership
GPU International, Inc. Elmwood Energy Corporation Accounting and administration for xxx (1)
Prime Energy Limited Partnership
GPU International, Inc. NCP Energy, Inc. Accounting and administration for x (1)
Syracuse Orange Partners L.P.
GPU International, Inc. GPU Solar, Inc. Management, marketing and technical x (1)
expertise for GPU Solar, Inc.
</TABLE>
5
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued)
<TABLE>
Part II - Transactions Performed by Associate Companies on Behalf of Reporting
Companies (Continued)
<CAPTION>
Total
Associate Company Reporting Company Amount
Rendering Services Receiving Services Types of Services Rendered Billed
---------------------------- ------------------------------------ -------------------------------- -------
<S> <C> <C> <C>
GPU International, Inc. GPU Advanced Resources, Inc. Certain general and administrative $ x (1)
services for GPU Advanced Resources,
Inc.
Metropolitan Edison Company GPU Advanced Resources, Inc. Certain general and administrative x (2)
services for GPU Advanced Resources,
Inc.
GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and xx (3)
administrative services for
GPU Advanced Resources, Inc.
</TABLE>
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
160%, to employee salaries billed for services rendered. No
capital costs were charged.
(2) The amounts shown include overhead charges applied, at a rate of
36.78%, to employee salaries billed for services rendered. No
capital costs were charged.
(3) The amounts shown include overhead charges applied, at a rate of
37.04%, to employee salaries billed for services rendered. No
capital costs were charged.
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 September 30, 2000 $10,932,587 Line 1
------------------------
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,639,888 Line 2
Greater of $50 million or line 2 $1,639,888 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Ownership and operation of qualifying facilities (Category VIII) 31,429
Energy services and retail energy sales (Category V) 25,900
Fuel management services (Category IX) -
Operations and maintenance services (Category VII) -
Development and commercialization of photovoltaics (Category II) 450
---------
Total current aggregate investment 57,779 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) $1,582,109 Line 5
==========
</TABLE>
Notes: The caption "Total average consolidated capitalization" includes
total common equity, preferred equity (including amounts due within
one year), long-term debt (including amounts due within one year) and
short-term debt.
The caption "Total current aggregate investment" includes all amounts
invested or committed to be invested in energy-related companies
on or after the date of effectiveness of Rule 58
(March 24, 1997), for which there is recourse, directly or
indirectly, to GPU, Inc. or any subsidiary company thereof.
7
<PAGE>
<TABLE>
ITEM 5 - OTHER INVESTMENTS
<CAPTION>
Aggregate Investment as of Change in Investments Reason for Change
Major Line of Energy-Related Business June 30, 2000 During Reporting Period in Investments
-------------------------------------- -------------------------- ----------------------- -----------------
<S> <C> <C> <C>
Ownership and operation of qualifying
facilities (Category VIII) $152,113 * $ - No Change.
Energy services and retail energy
sales (Category V) 25,900 - No change.
Fuel management services (Category IX) ** - No change.
Operations and maintenance
services (Category VII) ** - No change.
Development and commercialization of
photovoltaics (Category II) 450 - No change.
</TABLE>
* The caption "Aggregate Investment as of June 30, 2000" includes $120,684
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 $120,684 includes a reduction of $16,500 for dividends paid to
GPU, Inc. by GPU International.
** 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
<PAGE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
--------------------
A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter
ended September 30, 2000.
A-2 Financial statements of Elmwood Energy Corporation for the quarter
ended September 30, 2000 - filed pursuant to request for
confidential treatment.
A-3 Financial statements of Prime Energy Limited Partnership for the
quarter ended September 30, 2000 - filed pursuant to request for
confidential treatment.
A-4 Financial statements of Geddes Cogeneration Corporation for the
quarter ended September 30, 2000 - filed pursuant to request for
confidential treatment.
A-5 Financial statements of Onondaga Cogeneration Limited Partnership
for the quarter ended September 30, 2000 - filed pursuant to request
for confidential treatment.
A-6 Financial statements of NCP Energy, Inc. for the quarter ended
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-7 Financial statements of NCP Lake Power, Inc. for the quarter ended
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-8 Financial statements of NCP Dade Power, Inc. for the quarter ended
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-9 Financial statements of NCP Houston Power, Inc. for the quarter
ended September 30, 2000 - filed pursuant to request for
confidential treatment.
A-10 Financial statements of Mid-Georgia Cogen, L.P. for the quarter
ended September 30, 2000 - filed pursuant to request for
confidential treatment.
A-11 Financial statements of EI Services, Inc. for the quarter ended
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-12 Financial statements of GPU Solar, Inc. for the quarter
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-13 Financial statements of EI Fuels Corporation for the quarter ended
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-14 Financial statements of Geddes II Corporation for the quarter ended
September 30, 2000 - filed pursuant to request for confidential
treatment.
A-15 Financial statements of GPU Generation Services - Pasco, Inc. for
the quarter ended September 30, 2000 - filed pursuant to request for
confidential treatment.
9
<PAGE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
B. Exhibits
--------
Contracts Required by Item 3
----------------------------
B-1 Contract between EI Services, Inc. and Mid-Georgia Cogen, L.P. to
provide 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 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 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-7 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.
B-8 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-9 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-10 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.
10
<PAGE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued)
B. Exhibits (Continued)
--------
B-11 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.
B-12 Contract between GPU Generation Services - Pasco, Inc. and Pasco
Cogen, Ltd. to provide O&M services - incorporated by reference to
Exhibit B-15 to GPU's Quarterly Report on Form U-9C-3 for the period
ended September 30, 1999.
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, 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.
November 22, 2000
By /s/ P. E. Maricondo
---------------------------------
P. E. Maricondo,
Vice President and Comptroller
(principal accounting officer)
12
