SEC FILE NO. 70-7727
and
SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GPU, Inc.
and
GPU International, Inc.
<PAGE>
1
------------------------------------------
:
In the matter of :
GPU, INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
: Transactions
SEC File No. 70-7727 :
SEC File No. 70-8593 :
(Public Utility Holding Company Act :
of 1935) :
------------------------------------------
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, GPU, Inc. (GPU) and GPU International, Inc. (GPU
International), hereby certify pursuant to Rule 24 of the Rules and Regulations
under the Public Utility Holding Company Act of 1935 (the Act), that certain of
the transactions proposed in the Applications, as amended, filed in SEC File No.
70-7727 and SEC File No. 70-8593, respectively, have been carried out in
accordance with the Commission's Orders dated December 22, 1997, November 16,
1995, June 14, 1995, December 28, 1994, September 12, 1994, December 18, 1992,
and June 26, 1990 with respect to the transactions proposed in the Application,
as amended, in SEC File No. 70-7727, and the Commission's Orders dated, December
22, 1997, November 5, 1997, March 6, 1996, January 19, 1996 and July 6, 1995
with respect to the transactions proposed in the Application, as amended, in SEC
File No. 70-8593, as follows:
The following is reported in accordance with Supplemental Order dated
November 16, 1995 for SEC File No. 70-7727:
1. Financial Statements
--------------------
A copy of GPU International's unaudited Consolidated Balance Sheet as
of September 30, 2000 and unaudited Consolidated Statement of Operations for the
nine months ended September 30, 2000 will be filed separately under a request
for confidential treatment pursuant to Rule 104(b).
2. Business Activities
-------------------
Project Development
-------------------
GPU International continued to engage in project development
activities both domestically and internationally.
Project Related Services
------------------------
GPU International continued to provide management, administrative
and/or operating services as of September 30, 2000 to the following projects
(either directly or through subsidiaries), in which GPU International has a
direct or indirect ownership interest:
<PAGE>
Project Project Owner Location
------- ------------- --------
Marcal Prime Energy L.P. NJ
Onondaga Onondaga Cogeneration L.P. NY
Lake Lake Cogen L.P. FL
Pasco Pasco Cogen L.P. FL
Mid-Georgia Mid-Georgia Cogen, L.P. GA
3. Guarantees which GPU has Agreed to Grant
----------------------------------------
No matters to be reported.
4. Guarantees Issued
-----------------
GPU International or GPU, for the benefit of GPU International, has
obtained the following standby letters of credit which were effective during the
period July 1, 2000 through September 30, 2000:
(a) In December 1999, GPU International entered into an Amended and
Restated Credit Agreement (Credit Agreement) with Citibank, N.A. that provides
for a $30 million credit line which may be drawn in the form of advances or
letters of credit. The aggregate amount of letters of credit outstanding at one
time may not exceed $30 million. GPU has guaranteed GPU International's
outstanding obligations under this Credit Agreement.
As of September 30, 2000, there were no borrowings outstanding under the
Credit Agreement. GPU International terminated this Credit Agreement on November
3, 2000.
(b) On June 1, 1999, Mid-Georgia reissued a letter of credit to
collateralize certain obligations under its 30-year power purchase agreement
with Georgia Power Company. The letter of credit expired on June 1, 2000, was
renewed to June 1, 2001, and must be renewed annually by Mid-Georgia during the
term of the power purchase agreement. The letter of credit, which is guaranteed
by GPU, had been initially provided by GPU International in respect of its 50
percent ownership interest in Mid-Georgia when the facility commenced commercial
operation in June 1998. GPU has a present obligation of $965,000 under the
letter of credit, which escalates to a maximum of $4.5 million and then
decreases over the remaining term of the power purchase agreement.
In addition, the following guarantees were outstanding during the period
July 1, 2000 through September 30, 2000:
(a) On September 1, 1999, GPU guaranteed up to $21.3 million in connection
with the conversion of a construction loan to a term loan for the
Termobarranquilla (TEBSA) project in Colombia. This guarantee expires four years
after the loan conversion date (September 2003).
(b) GPU International has guaranteed the obligations of GPUI Colombia Ltd.,
and International Power Advisors, Inc. (the Operators), both of which are
subsidiaries of GPU Power, Inc. (GPU Power), which is a wholly-owned subsidiary
of GPU, under the operations and maintenance agreement (O&M Agreement) in the
TEBSA project. The liability of the Operators under the O&M Agreement is limited
to $5 million.
<PAGE>
(c) GPU guaranteed payments to General Electric Capital Corporation of
amounts up to the lesser of six months average rent (approximately $8.1 million)
or $10 million, to the extent Lake Cogen, Ltd. fails to pay rent when due under
the terms of the project lease or chooses not to renew the lease after its
initial 11-year term, which expires in August 2004.
(d) GPU International has guaranteed the obligations of its wholly owned
subsidiary, EI Fuels Corporation (EI Fuels), under a Natural Gas Facilities
Agreement (Facilities Agreement) with the City of Warner Robins, Georgia (the
City). Pursuant to the guarantee, GPU International has guaranteed the payments
of EI Fuels to the City of (a) Fixed Monthly Lease Charges and (b) any and all
extensions, renewals, modifications, amendments or substitutions of the
foregoing. The Fixed Monthly Lease Charge is $24,000, subject to reduction in
certain circumstances, for a term extending through June 2029 (approximately
$8,928,000). Sonat has assumed 50% of this obligation.
(e) GPU International guaranteed up to $370,800 of the indemnification
obligation of Syracuse Orange Partners, L.P. (SOP) against certain damages which
may arise out of breach of representation, warranty, covenant or agreement made
or given to G.A.S. Orange Associates, LLC in connection with the sale of SOP's
ownership interest in Project Orange Associates, L.P. The guarantee will expire
on December 6, 2005.
5. Services obtained from associated companies
-------------------------------------------
Services obtained from GPU Service, Inc. consisted of (i)
administrative, internal auditing, legal, accounting and risk management
services; (ii) information services and telecommunications services, and (iii)
pension administration services. The total dollar value of such services
provided to GPU International during the period July 1, 2000 through September
30, 2000 was $367,606.
6. Services provided to associated companies
-----------------------------------------
A description of services provided by GPU International to associate
companies during the period July 1, 2000 through September 30, 2000 will be
filed separately under a request for confidential treatment under Rule 104(b).
7. Investments by GPU in Qualifying Facilities, Exempt Wholesale Generators
-------------------------------------------------------------------------
and Foreign Utility Companies, and Percentage of Equity Ownership
-----------------------------------------------------------------
Set forth below is a summary of the direct or indirect investments as
defined in SEC Rule 53(a) by GPU, as of September 30, 2000 in qualifying
facilities (QFs), exempt wholesale generators (EWGs) and foreign utility
companies (FUCOs), as well as the percentage of equity ownership.
<PAGE>
GPU's GPU's % Owners not affiliated with GPU
FUCO, Investment Equity ------------------------------
Associate QF or at 9/30/00 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
------- --- ------ ---- -------------- ------
Qualifying Facilities:
---------------------
Prime Energy, QF $ 9,860 50% Prudential Insurance Domestic
LP Company of America
Lake Cogen Ltd. QF 13,022 49.9% Lake Interest Domestic
Holdings Inc.
New Lake Corp. Domestic
Pasco Cogen, Ltd. QF 17,465 49.9% DCC Project Finance Domestic
Ten Inc.
PAS Power Company Domestic
Pasco Int. Holding, Domestic
Inc.
Pasco Project Domestic
Investment
Partnership LP
Aggregate ------
Investment in QFs * $40,347
------
Exempt Wholesale Generators and Foreign Utility Companies:
---------------------------------------------------------
Mid-Georgia EWG & 8,965 50% Sonat Energy Domestic
Cogen, LP QF Services Company
Selkirk Cogen EWG & 7,788 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies Domestic
Selkirk GP, Inc.
Cogen Technologies Domestic
Selkirk LP
JMCS I Investors, LP Domestic
NCP Houston EWG 7,645* 100% Not Applicable N/A
Power, Inc.
Onondaga EWG _ 100% Not Applicable N/A
Cogen, LP
NCP Perry, Inc. EWG 11,391* 100% Not Applicable N/A
Geddes EWG 34,623* 100% Not Applicable N/A
Cogeneration Corp.
Geddes II Corp. EWG 22,612* 100% Not Applicable N/A
Empresa EWG 33,000 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 9/30/00 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
----------------------------------------------------------
Guaracachi EWG 37,734* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 113,466* 100% Not Applicable N/A
EI International EWG 691* 100% Not Applicable N/A
GPUI Colombia, EWG 534* 100% Not Applicable N/A
Ltda.
Victoria Electric FUCO 146,885* 100% Not Applicable N/A
Inc.
Midlands FUCO 966,253 100% Not Applicable N/A
Electricity plc
GPU Australia FUCO 182,410 100% Not Applicable N/A
Holdings, Inc.
Austran Holdings FUCO 52,443* 100% Not Applicable N/A
Inc.
Termobarranquilla EWG 86,112 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Steel Foreign
Distral Group Foreign
Corp. Electrica Foreign
De la Costa
Atlantica
EI Barranquilla, EWG 32,465* 100% Not Applicable N/A
Inc.
Barranquilla EWG 45,208* 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos EWG 12* 100% Not Applicable N/A
Leasing Company, Ltd.
GPU International EWG (469)* 100% Not Applicable N/A
Asia, Inc.
EI Services EWG (158)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (173)* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG (1)* 100% Not Applicable N/A
Investment, Ltd.
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 9/30/00 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
----------------------------------------------------------
EI Brooklyn EWG (5)* 100% Not Applicable N/A
Power, Ltd.
International Power
Advisors, Inc. EWG 1,968* 100% Not Applicable N/A
Empresa
Distribuidora Electrica
Regional,S.A. FUCO 375,734 100% Not Applicable N/A
GPU GasNet PTY., Ltd. ** 208,665 100% Not Applicable N/A
-------
Aggregate Investment
in EWGs & FUCOs * $1,868,927
----------
Total Aggregate
Investment in QFs,
EWGs & FUCOs * $1,909,274
=========
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
(**) Wholly-owned by a FUCO
As of September 30, 2000, GPU also owned, directly or indirectly, a 100%
interest in each of the following EWGs, in which its aggregate investment did
not exceed $10,000: GPU Power Ireland, Inc.; GPU Power Philippines, Inc.; Austin
Cogeneration Corporation; Austin Cogeneration Partners, L.P.; and Hanover Energy
Corporation.
8. During the period July 1, 2000 through September 30, 2000, there was no
intellectual property provided to GPU International by any associate company, or
provided by GPU International to any associate company.
In accordance with Orders dated July 6, 1995 and March 6, 1996 in SEC File
No. 70-8593, and in addition to the reimbursement agreements described in item 4
above, the following is reported:
1. Financial Statements
--------------------
A copy of GPU Capital, Inc.'s (GPU Capital) and GPU Power's unaudited
Consolidated Balance Sheets as of September 30, 2000 and unaudited Consolidated
Statements of Operations for the twelve months ended September 30, 2000 will be
filed separately under a request for confidential treatment pursuant to Rule
104(b).
<PAGE>
On October 8, 1998, GPU Capital was incorporated to secure financing to
prepay indebtedness of certain subsidiaries of GPU Electric, Inc. (GPU
Electric), and for working capital purposes including investments and
acquisitions. GPU made a capital contribution to GPU Capital of all of the
issued and outstanding common stock of GPU Electric, which then became a
wholly-owned subsidiary of GPU Capital. GPU Capital became a wholly-owned
subsidiary of GPU.
GPU Capital and GPU Electric develop, own, operate and fund the
acquisition of electric and gas transmission and distribution systems outside
the United States and will be referred to as "GPU Electric."
2. Investments in Exempt Entities
------------------------------
In May 1996, GPU and Cinergy Corp. (Cinergy) formed Avon Energy Partners
plc (Avon), a wholly-owned subsidiary of Avon Energy Partners Holdings, Inc.
(Holdings). Holdings was a 50/50 joint venture which acquired Midlands, an
English regional electric company. GPU's interest in Holdings is held by EI UK
Holdings, Inc. (EI UK), a wholly-owned subsidiary of GPU Electric.
In addition to the amount invested by EI UK, Holdings borrowed
approximately (pound)1.1 billion (U.S. $1.8 billion) through a non-recourse term
loan and revolving credit facility to provide for the balance of the acquisition
price.
In July 1999, GPU Electric acquired Cinergy's 50% ownership interest in
Avon for (pound)452.5 million (approximately US $714 million). Accordingly, GPU
Electric has become the sole owner of Midlands' electric distribution and
contracting businesses as well as independent power plants worldwide totaling
1,163 MW. The acquisition was financed through a US $250 million equity
contribution from GPU, Inc., the issuance of US $50 million of commercial paper
by GPU Capital, and a two-year (pound)245 million (approximately US $362
million) credit agreement entered into by EI UK of which GPU, Inc. has
guaranteed approximately US $89 million. In July 1999, GPU began accounting for
Midlands as a consolidated entity, rather than under the equity method of
accounting as was previously the practice.
On June 4, 1999, GPU Electric acquired Transmission Pipelines Australia
(TPA), a natural gas transmission business, from the State of Victoria,
Australia for A$1.025 billion (approximately US $675 million). TPA has been
renamed GPU GasNet. The acquisition was financed through an A$750 million
(approximately US $406 million) senior credit facility, which is non-recourse to
GPU, Inc. and an equity contribution from GPU Capital of A$275 million
(approximately US $149 million) provided through the issuance of commercial
paper guaranteed by GPU, Inc.
In August 2000, GPU GasNet refinanced A$375 million (US$203 million) of
maturing bank debt as follows: A$250 million (US$135 million) of proceeds from a
new commercial paper program at GPU GasNet; A$51 million (US$28 million) of
proceeds from the issuance of additional commercial paper by GPU Australia
Holdings under its commercial paper program; and A$37 million (US$20 million) of
cash proceeds from the sale of marketable securities by an affiliate. At
September 30, 2000, US$135 million of commercial paper was outstanding under the
GPU GasNet commercial paper program. GPU GasNet has also established a A$750
million (US$406 million) revolving credit facility, which serves as backstop for
the GPU GasNet commercial paper program. No borrowings were outstanding under
this facility at September 30, 2000.
<PAGE>
On March 9, 1999, GPU Electric acquired Empresa Distribuidora Electrica
Regional, S.A. (Emdersa), an Argentine holding company, for $375 million. The
acquisition was financed through the issuance of commercial paper by GPU Capital
and a $50 million capital contribution from GPU.
In December 1998, GPU Capital entered into a $1 billion commercial paper
program to, among other things, finance investments in EWGs and FUCOs. The
commercial paper issued by GPU Capital is guaranteed by GPU. As of September 30,
2000, there was $927 million of borrowings outstanding under this commercial
paper program.
In November 1997, GPU Australia Holdings, Inc. (Australia Holdings)
entered into a $450 million bank credit agreement (Credit Agreement) with Chase
Manhattan Bank, as agent for a lending institution consortium. Borrowings under
the Credit Agreement are repayable annually (with the option to prepay any
amounts without penalty) on each anniversary of the acquisition date in
increments of $90 million with the final payment due in November 2001. In April
1999 Australia Holdings prepaid the outstanding $350 million principal balance
and interest under this agreement. In order to fund this prepayment, Australia
Holdings issued $345 million in commercial paper under its $350 million
commercial paper program and received a $5 million inter-company advance from
GPU Electric. Pursuant to the terms of the Credit Agreement, commercial paper
availability will be reduced annually in increments of $90 million which will,
in turn, reduce the amount of commercial paper that Australia Holdings may
issue. As of September 30, 2000, Australia Holdings had US $183 million of
outstanding borrowings under the commercial paper program.
3. Description of Exempt Entities in Which There are Funds Invested
----------------------------------------------------------------
Mid-Georgia Cogen, L.P.(Mid-Georgia)
------------------------------------
Through NCP Houston Power, Inc. and NCP Perry, Inc., GPU International
owns a 1% general partnership interest and a 49% limited partnership interest in
Mid-Georgia, a 300 megawatt (MW) cogeneration facility located in Kathleen,
Georgia which was placed into commercial operation in June 1998. The facility
sells substantially all of its steam output for use in an adjacent industrial
facility and substantially all of its electrical output to Georgia Power
Company. Mid-Georgia has the option to sell power to other wholesale parties
subject to the receipt of necessary third party consent.
Onondaga Cogeneration, L.P.(Onondaga)
-------------------------------------
GPU International, through its wholly-owned subsidiaries Geddes
Cogeneration Corporation (Geddes) and Geddes II Corporation, owns a 1% general
partnership interest and 99% limited partnership interest in Onondaga, an 80 MW
generation facility located in Geddes, New York. The facility was placed into
commercial operation in December 1993 and sells substantially all of its
electrical output to Niagara Mohawk Power Corporation. In 1998, Onondaga made
distributions to Geddes representing a return of all capital that had been
invested in the partnership.
Selkirk Cogen Partners, L.P. (Selkirk)
--------------------------------------
GPU International, through its wholly-owned subsidiary EI Selkirk, Inc.,
owns a 19% limited partnership interest in Selkirk. The principal assets of
Selkirk include two natural gas-fired combined-cycle cogeneration facilities
located in Bethlehem, New York: a 79.9 MW facility and a 270 MW facility.
<PAGE>
Empresa Guaracachi, S.A.
------------------------
In July 1995, GPU Power, through Guaracachi America, Inc. acquired from
the Bolivian Government a 50% interest in Empresa Guaracachi, S.A.(EGSA), an
electric generating company for $47 million. EGSA has an aggregate capacity of
338 MW of natural gas-fired and oil-fired generation facilities located in
Bolivia in and around the cities of Santa Cruz, Sucre and Potosi which
represents more than one-third of Bolivia's generation capacity.
Termobarranquilla, S.A.
-----------------------
In October 1995, GPU Power, through EI Barranquilla, Inc., acquired a 29%
interest in Termobarranquilla, S.A., Empresa de Servicios Publicos (TEBSA).
TEBSA has an aggregate capacity of 890 MW of gas-fired generation facilities
located near Barranquilla, Colombia. Electricity generated by these facilities
is sold to Corporacion Electrica de la Costa Atlantica under a long-term (20.5
years) contract.
Barranquilla Lease Holdings, Inc. and Los Amigos Leasing Company, Ltd.
----------------------------------------------------------------------
Barranquilla Lease Holdings, Inc., a subsidiary of GPU Power, through its
wholly-owned subsidiary Los Amigos Leasing Company, Ltd. (Leaseco), owns and
leases to TEBSA equipment in generation facilities constructed and operated by
TEBSA. The lease provides for TEBSA to make monthly lease payments to Leaseco
through September 2011.
Midlands Electricity plc (Midlands)
-----------------------------------
Midlands distributes electricity to 2.3 million customers in England in an
area with a population of five million. Midlands also owns an independent power
production business that generates electricity in England and internationally.
Emdersa
-------
Emdersa owns three electric distribution companies that serve three
provinces in northwest Argentina. The three distribution companies serve
approximately 335,000 customers throughout a service territory of approximately
124,300 square miles. The provinces have a total population of about 1.5 million
people.
GasNet
------
The GPU GasNet system encompasses 1,239 miles of transmission pipelines,
and consists of two separate networks serving approximately 1.3 million
residential customers and about 40,000 industrial and commercial customers
throughout Victoria.
4. Services Obtained From Associated Companies
-------------------------------------------
GPU Service, Inc. provided administrative services to GPU Power and GPU
Electric in the amount of $25,188 and $269,078 respectively, for the three
months ended September 30, 2000, in support of operations and management
activities.
<PAGE>
5. Services Provided to Associated Companies
-----------------------------------------
A description of services provided by GPU Electric and GPU Power to
associate companies during the period July 1, 2000 through September 30, 2000
will be filed separately under a request for confidential treatment under Rule
104(b).
In accordance with the Commission's Order dated November 5, 1997 in SEC
File No. 70-8593, the following is reported:
a) GPU's aggregate investment includes all amounts invested, or committed
to be invested, in foreign utility companies (FUCOs) and exempt wholesale
generators (EWGs), for which there is recourse, directly or indirectly, to the
registered holding company. Accordingly, GPU Inc.'s aggregate investment as of
September 30, 2000 is as follows:
(In Thousands)
FUCOs -------------
-----
Midlands Electricity plc $ 966,253
GPU Australia Holdings, Inc. 182,410
Emdersa 375,734
GPU GasNet PTY., Ltd. 208,665
---------
Subtotal 1,733,062
---------
EWGs
----
Mid-Georgia Cogen, L.P. $ 8,965
Selkirk Cogen, L.P. 7,788
Termobarranquilla, S.A. 86,112
Empresa Guaracachi, S.A. 33,000
-------
Subtotal 135,865
-------
Aggregate Investment in FUCOs and EWGs $ 1,868,927
=========
b) As of September 30, 2000
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $1,868,927
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
--------------------------------------------------------------------------
Total capitalization $ 10,354,915 18.0%
Net utility plant $ 6,964,636 26.8%
Total consolidated assets $ 20,333,086 9.2%
Market value of common equity $ 3,938,101 47.5%
c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of September 30, 2000
(In Thousands)
<PAGE>
Amount %
------ -
Common equity $ 3,290,853 31.8
Cumulative preferred stock 74,982 0.7
Subsidiary-obligated mandatorily
redeemable preferred securities 125,000 1.2
Subsidiary-obligated trust
preferred securities 200,000 1.9
Long-term debt 5,177,358 50.0
Notes payable 1,486,722 14.4
--------- -----
Total capitalization $ 10,354,915 100.0%
=========== =====
d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common
stock at September 30, 2000:
Closing Market Price per Share $ 32.46
Book Value per Share $ 27.12
Market-to Book Ratio of Common Stock 119.7%
e) Analysis of Reduction in Retained Earnings for GPU, Inc. and
Subsidiary Companies:
(In Thousands)
--------------
Retained Earnings as of 9/30/00 $2,317,970
Retained Earnings as of 12/31/99 2,426,350
---------
Reduction in Retained Earnings $ (108,380)
=========
Analysis of Reduction in Retained Earnings:
-------------------------------------------
Income contribution from GPU Energy companies $ 224,806
Income/(loss) contribution from FUCOs/EWGs/Project Parents (184,820)
Income/(loss) contribution from other GPUI Group investments (1,560)
Income/(loss)contribution from GPU Advanced Resources (2,196)
Income contribution from MYR Group 3,895
GPU, Inc. expenses (Corporate) (16,430)
Cash dividends declared on Common Stock (132,075)
--------
Reduction in Retained Earnings $ (108,380)
========
f) Statements of Operations for the period ended September 30, 2000 for
the following Project Parents and Exempt Entities will be filed separately under
a request for confidential treatment under Rule 104 (b):
Termobarranquilla, S.A.
GPUI Colombia, Ltda.
Empresa Guaracachi, S.A.
NCP Houston Power, Inc.
Mid-Georgia Cogen, L.P.
Onondaga Cogeneration Limited Partnership
GPU PowerNet PTY., Ltd.
GPU GasNet PTY., Ltd.
GPU International Australia Pty., Ltd.
Emdersa
Midlands Electricity plc
A Statement of Operations for Selkirk Cogen Partners, L.P. for the
period ended September 30, 2000 is incorporated by reference to
Selkirk's September 30, 2000 Form 10-Q.
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS CERTIFICATE TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, Inc.
By:/s/ T.G Howson
----------------------------
T.G. Howson
Vice President and Treasurer
GPU International, Inc.
By:/s/ R. P. Lantzy
----------------------------
R.P. Lantzy
President
Date: December 6, 2000
