SEC FILE NO. 70-7727
and
SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GPU, Inc.
GPU International, Inc.
<PAGE>
- - - - - - - - - - - - - - - - - - - - - - -
:
In the matter of :
GPU. INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
SEC File No. 70-7727 : Transactions
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 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, 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:
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1. Financial Statements
A copy of GPU International's unaudited Consolidated Balance
Sheet as of September 30, 1997 and unaudited Consolidated Statement of
Operations for the three and nine months ended September 30, 1997 will be filed
separately under a request for confidential treatment pursuant to Rule 104(b).
2. Business Activities
Project Development
In July 1997, GPU International and AstroPower, Inc. announced that
they formed a joint venture company, called GPU Solar, to manufacture and market
solar electric photovoltaic (PV) systems for the residential market. The units
will be designed to connect to existing utility distribution systems and will
have sufficient battery storage to power critical household loads during
electrical interruptions.
GPU International will provide $300,000 of working capital for the
venture. AstroPower will provide the solar modules and assemble the pre-
engineered systems for shipping. Both GPU International and AstroPower will
provide management, marketing and technical expertise to the venture, and will
share expenses. GPU International has also been awarded $250,000 of U.S.
Department of Energy funds from the Utility Photovoltaic Group, a national
organization of utilities dedicated to the commercialization of PV systems,
which will be used by GPU Solar to reduce the price of the first 72 kilowatts of
PV systems sold to customers.
3
<PAGE>
GPU International also continued to engage in other project
development activities both domestically and internationally (including in
Europe, Asia, Africa, and South America).
Project Related Services
GPU International continued to provide management, administrative
and/or operating services to the following projects (either directly or through
subsidiaries), in which GPU International has a direct or indirect ownership
interest:
Project Project Owner Location
------- ------------- --------
Marcal Prime Energy L.P. NJ
Chino OLS Acquisition Corp. CA
Camarillo OLS Acquisition Corp. CA
Onondaga Onondaga Cogeneration L.P. NY
Lake Lake Cogen L.P. FL
Pasco Pasco Cogen L.P. FL
Syracuse Project Orange Associates L.P. NY
Brooklyn Brooklyn Energy L.P. Canada
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
4
<PAGE>
obtained the following standby letters of credit which were effective during the
period July 1, 1997 through September 30, 1997:
(a) On February 26, 1996, a letter of credit in the face amount of $30,000 was
issued by Citibank pursuant to its credit agreement with GPU International
("Citibank Credit Agreement") to support a bid for a 500 MW coal-fired
generating plant in Punjab State, India. The letter of credit, which carries a
fee equal to 0.5 of 1 percent per annum of the face amount plus a .10 percent
fronting fee is scheduled to expire on March 1, 1998.
(b) The $1,788,850 letter of credit, which was issued by Citibank pursuant to
the Citibank Credit Agreement in favor of Wisconsin Public Service Company to
support Polsky Energy Corp's (PEC) commitment to construct a 236 MW cogeneration
facility, has been cancelled in connection with the September 1997 redemption by
PEC of all PEC shares owned by GPU International. The letter of credit carried a
fee equal to 0.5 of 1 percent per annum of the face amount, plus a .10 percent
fronting fee.
(c) On June 16, 1994, a letter of credit in the face amount of $5 million was
issued by Chase Manhattan Bank in favor of Mellon Bank to support debt service
coverage on the Onondaga Project. The letter of credit carries a fee equal to
0.7 of 1 percent per annum of the face amount, and is scheduled to expire on
June 15, 1998. GPU entered into the related reimbursement agreement.
In addition, the following guarantees were outstanding during the period
July 1, 1997 through September 30, 1997:
5
<PAGE>
(a) As of October 18, 1995, a guarantee of amounts up to $122,750,000 was made
by GPU for the benefit of the Bankers Trust Company as collateral agent on
behalf of the Equity Bridge Lenders and the Secured Parties in connection with
the Termobarranquilla (TEBSA) project in Colombia.
(b) GPU International has guaranteed the obligations of GPU Power, Inc. ("GPU
Power"), GPUI Colombia Ltda., and International Power Advisors, Inc. (the
Operators), under the operations and maintenance agreement in the TEBSA project.
Pursuant to the guarantee, GPU International has guaranteed the performance of
the Operators, of which the limit of liability is $5 million.
(c) GPU has guaranteed payments to General Electric Capital Corporation of
amounts up to the lesser of six months average rent (approximately $7,026,000)
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. In addition, GPU has guaranteed to pay any documentary
stamp taxes and intangible personal property taxes should these taxes become due
and payable in connection with the lease.
(d) GPU International has guaranteed the obligations of its wholly owned
subsidiary, EI Fuels Corporation ("EI Fuels"), under the Natural Gas Facilities
Agreement ("Facilities Agreement"), dated as of November 30, 1995. Pursuant to
the guarantee, GPU International has guaranteed the payments of EI Fuels to the
City of Warner Robins (the "City") for (a) Fixed Monthly Lease Charge (as
defined in the Facilities Agreement) and (b) any and all extensions, renewals,
modifications, amendments or substitutions of the foregoing. The Fixed Monthly
6
<PAGE>
Lease Charge is $24,000, payable commencing on the in service date, subject to
reduction in certain circumstances, for a term of 31 years (approximately
$8,928,000).
(e) GPU has guaranteed (I) $32 million for the purpose of funding, on an interim
basis, the equity investment in Mid-Georgia Cogen L.P., which will be used to
finance the construction of the facility and (ii) $7 million for a construction
completion guarantee. GPU has also guaranteed up to an additional $9 million in
letter of credit obligations on behalf of Mid-Georgia, which will become
effective upon commercial operation expected by mid-1998.
5. Services obtained from associated companies
Services obtained from GPU Service, Inc. consisted of (I)
administrative, internal auditing, accounting and risk management services; (ii)
information services and telecommunications services, and (iii) pension
administration services. The total dollar value of such services provided during
the period July 1, 1997 through September 30, 1997 was $142,495.
6. Services provided to associated companies
A description of services provided by GPU International to
associate companies during the period July 1, 1997 through September 30, 1997
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, Percentage of Equity Ownership
Set forth below is a summary of the direct or indirect investments by
7
<PAGE>
GPU, as of September 30, 1997 in qualifying facilities (QFs), EWGs and foreign
utility companies (FUCOs), as well as the percentage of equity ownership.
8
<PAGE>
<TABLE>
<CAPTION>
Book Value
FUCO, of GPU GPU's% Owners not affiliated with GPU
QF Investment Equity
Associate or at 9/30/97 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- -------------- --- ----------- ------ ---------------------- ------
<S> <C> <C> <C> <C> <C>
Prime Energy, LP QF $ 7,146 50% Prudential Insurance Domestic
Company of America
OLS Power, LP QF -- 1% Prudential Insurance Domestic
Company of America
Onondaga QF 15,751 50% NationsCredit Commercial Domestic
Cogen, LP Corporation
Lake Cogen, Ltd QF 23,397 49.9% Lake Interest Holding, Domestic
Inc
New Lake Corporation "
Project Orange QF 1,886 4% G.A.S. Orange Partners,LP Domestic
Associates, LP NCP Syracuse Inc. "
Syracuse Investment Inc. "
Stewart & Stevenson "
Operations, Inc.
Met Life Capital Corporation "
Mid-Georgia EWG & (259)* 100% Not Applicable Domestic
Cogen, LP QF
NCP Houston EWG 835* 100% Not Applicable N/A
Power Incorporated
Pasco Cogen, QF 19,439 49.9% DCC Project Finance Ten Domestic
Ltd. Inc.
PAS Power Company "
Pasco Int. Holding, Inc. "
Pasco Project Investment "
Partnership LP
Selkirk Cogen EWG & 13,339 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk, LP
JMCS I Investors, LP "
Empresa EWG 48,856 50% Cititrust (Bahamas) Foreign
Guaracachi S.A Limited
9
<PAGE>
Book Value
FUCO, of GPU GPU's% Owners not affiliated with GPU
QF Investment Equity
Associate or at 9/30/97 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- -------------- --- ----------- ------ ---------------------- ------
<S> <C> <C> <C> <C> <C>
Guaracachi EWG $34,688* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 31,526* 100% Not Applicable N/A
EI International EWG 175* 100% Not Applicable N/A
GPU International EWG 92* 100% Not Applicable N/A
Colombia, Ltda
Solaris Power FUCO 75,140 50% Australian Gas Light, Foreign
Co.
Victoria Electric FUCO 98,785* 100% Not Applicable N/A
Inc.
Midlands FUCO 486,392 50% Cinergy Corp. Domestic
Electricity plc
Termobarranquilla EWG (2,220) 28.545% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Distral Group "
Corporacion Electrica "
De la Costa Atlantica
EI Barranquilla, EWG (1,800)* 100% Not Applicable N/A
Inc.
Barranquilla EWG 59* 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos Leas- EWG 12 100% Not Applicable N/A
ing Company, Ltd.
EI Services EWG (317)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG 4,903* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG 5,207* 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG 4,903* 100% Not Applicable N/A
Power, Ltd.
10
<PAGE>
Book Value
FUCO, of GPU GPU's% Owners not affiliated with GPU
QF Investment Equity
Associate or at 9/30/97 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- -------------- --- ----------- ------ ---------------------- ------
<S> <C> <C> <C> <C> <C>
Brooklyn Energy, EWG $ (210) 75% Polsky Energy Corp. Foreign
LP of Brooklyn
_______ Brooklyn CoGen Limited Foreign
GPU's Aggregate
Investment* $688,928
========
(*) GPU's aggregate investment does not include the items shown
with asterisks in order to avoid duplication.
</TABLE>
As of September 30, 1997, GPU also owned, directly or indirectly,
interests in the following EWGs, in which its aggregate investment did not
exceed $10,000: GPU Power Philippines, Inc.; GPU International Asia, Inc.;
International Power Advisors, Inc.; Austin Cogeneration Corporation; Austin
Cogeneration Partners, L.P.; Hanover Energy Corporation; EI Power (China), Inc.;
China Power Partners, L.P.; EI Power (China)I, Inc.; Ming Jiang Power Partners,
L.P.; EI Power (China)II, Inc.; Nanjing Power Partners, L.P.; EI Power (China)
III, Inc.; and Zhuang He Power Partners, L.P. Of those listed, GPU owns a 50%
interest in China Power Partners, L.P., Ming Jiang Power Partners, L.P., Nanjing
Power Partners, L.P., and Zhuang He Power Partners, L.P; the remaining interests
of such EWG's are owned by Intesol International, Ltd., a Hawaii corporation.
GPU owns a 100% interest in each of the other EWGs.
8. During the period July 1, 1997 through September 30, 1997 there was no
intellectual property provided to GPU International by any associate company, or
11
<PAGE>
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 items
4 above, the following is reported:
1. Financial Statements
A copy of GPU Electric, Inc.'s ("GPU Electric") unaudited Consolidated
Balance Sheet as of September 30, 1997 and unaudited Consolidated Statement of
Operations for the three and nine months ended September 30, 1997 will be filed
separately under a request for confidential treatment pursuant to Rule 104(b).
GPU's other Subsidiary Companies (Avon Energy Partners Holdings and Avon Energy
Partners Plc) are indirect subsidiaries of GPU Electric and, accordingly,
financial statements of such companies are not separately presented.
2. Investments in Exempt Entities
In connection with the acquisition of Midlands Electricity plc
("Midlands") discussed in Item 3 below, EI UK Holdings, Inc. ("EI UK") entered
into a term loan agreement (the "Term Loan") dated as of May 6, 1996, with a
syndicate of banks, the Chase Manhattan Bank, N.A., as administrative agent,
Citibank, N.A., as syndication agent, Citicorp Securities, Inc. and Chase
Securities Inc., as arrangers. The Term Loan provides, among other things, for
EI UK borrowings from time to time of up to pounds sterling 350 million, or
approximately U.S. $566 million, through a GPU guaranteed five-year bank term
12
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loan facility terminating on May 6, 2001.
The borrowing interest rate is based on the LIBOR plus an applicable margin
as defined in the Term Loan corresponding to the debt ratings of GPU. As of
September 30, 1997, EI UK had aggregate borrowings of pounds sterling 340
million, or approximately U.S. $550.3 million, outstanding under the Term Loan.
EI UK invested such funds in Midlands through Avon Energy Partners Holdings
("Holdings"). The borrowings bear interest at 6.7125 percent per annum, which
was based on the LIBOR at December 9, 1996, plus a .525 percent margin.
On November 22, 1995, GPU acquired all of the capital stock of GPU
Electric and made capital contributions of $48 million. The capital
contributions were used by GPU Electric to acquire Solaris Power ("Solaris")
(through Victoria Electric, Inc.). During August 1996, Victoria Electric
Holdings, Inc., a wholly owned subsidiary of GPU Electric, was established to
hold the investment in Victoria Electric, Inc.
On November 20, 1995, GPU Electric entered into a credit agreement,
dated as of November 20, 1995, (the "Credit Agreement"), with Citibank Limited
as the Participant and Arranger, for which Citisecurities Limited is the Agent.
The Credit Agreement provides, among other things, for revolving credit
borrowings by GPU Electric from time to time through November 20, 1998, subject
to extensions for two years at the sole discretion of the Participant, in
amounts not to exceed an aggregate of Australian $95 million outstanding at any
one time. In August 1996, the Credit Agreement was transferred to Victoria
Electric Holdings, Inc. Borrowings are guaranteed by GPU. The proceeds of such
borrowings were used to fund, in part, GPU's investment in Solaris.
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<PAGE>
Notes issued under the Credit Agreement bear interest at the Bill Discount
Rate which is equal to the mean "bid rate" quoted on the page entitled "BBSY" on
the Reuters Monitor System at or about 10:00am (Sydney time) on the Funding
Date. As of September 30, 1997, the remaining outstanding balance of the
borrowing amounted to Australian $78.4 million, or approximately U.S. $56.9
million.
Other investments in exempt entities are described in items 2 and 4
above under 70-7727.
3. Description of Exempt Entities in Which There are Funds Invested
Selkirk Cogen Partners, L.P. (Selkirk)
Selkirk owns and operates two natural gas-fired combined-cycle
cogeneration facilities located in Bethlehem, New York. The facilities are 79.9
and 265 megawatts (MW) each with a combined average net capacity of 344.9 MW
producing steam and electricity.
Brooklyn Energy, L.P. (Brooklyn)
GPU International has contributed U.S. $9.5 million, in equity and an
additional Canadian $1 million, or approximately U.S. $0.7 million, in
subordinated debt to Brooklyn. As of September 30 1997, GPU International has
also advanced approximately Canadian $3.1 million, or approximately U.S. $2.2
million, to EI Services Canada for payment of operating expenses on behalf of
Brooklyn. In addition, GPU International has directly advanced approximately
Canadian $1.1 million, or approximately U.S. $0.8 million, to Brooklyn for
payment of past due payables and debt service. Brooklyn owns a 24 MW wood and
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oil-fired cogeneration facility located in Brooklyn, Nova Scotia, Canada.
Commercial operation of the facility commenced in April 1996.
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., an
electric generating company having an aggregate capacity of 216 MW of natural
gas-fired and oil-fired generation for approximately $47 million. The facilities
are located in Bolivia in and around the cities of Santa Cruz, Sucre and Potosi
with their total capacity representing one-third of Bolivia's generation
capacity. GPU Power's investment of $47 million will be used by the year 2002 to
expand the generating facilities to meet Bolivia's growing demand.
Solaris Power ("Solaris")
In November 1995, GPU Electric, through Victoria Electric, Inc.,
together with the Australian Gas Light Company, acquired Solaris for a total
purchase price of approximately $712 million, of which GPU Electric's 50% share
is $356 million. GPU Electric has made an equity investment in Solaris of
approximately $112 million; the balance of the purchase price was provided
through non-recourse borrowings by Solaris from an Australian bank syndicate.
Solaris, which provides electric service to more than 240,000 customers in and
around Melbourne, Australia, was sold by the government of Victoria through a
competitive bid as part of that state's privatization of the electric industry.
Termobarranquilla, S.A.
In October 1995, GPU Power, through EI Barranquilla, Inc., completed
the financing for and acquired a 28.545% interest in Termobarranquilla, S.A.,
15
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Empresa de Servicios Publicos ("TEBSA"), a 240 MW gas-fired generating plant in
Barranquilla, Colombia and began the construction of a new 750 MW gas-fired
plant adjacent to the existing plant (the "Barranquilla Project"). Electricity
generated by these plants will be sold to Corporacion Electrica de la Costa
Atlantica under a 20-year contract. Total project costs, including the
acquisition of the existing plant, are expected to be $756.2 million, of which
GPU Power's equity contribution is expected to be approximately $65 million.
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"),
procures equipment to be used by and leased to TEBSA. Pursuant to a lease
agreement, Leaseco will deliver certain non-Colombian equipment related to
TEBSA, and TEBSA will make lease payments equal to the interest and principal
payments on senior bank debt and certain other expenses incurred by Leaseco.
Midlands Electricity plc
In May, 1996, GPU and Cinergy Corporation formed Avon Energy Partners
plc ("Avon"), a wholly-owned subsidiary of Holdings. Holdings is a 50/50 joint
venture which acquired Midlands, an English regional electric company ("REC").
GPU's 50 percent interest in Holdings is held by EI UK, a wholly-owned
subsidiary of GPU Electric.
EI UK invested approximately $585.7 million in Holdings by borrowing
such proceeds through a GPU guaranteed five-year bank term loan facility.
Holdings has borrowed approximately $1.6 billion through a non-recourse term
loan and revolving credit facility to provide for the balance of the acquisition
price.
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<PAGE>
Midlands, one of 12 RECs in the United Kingdom, distributes and
supplies electricity to 2.2 million customers in England in an area with a
population of five million. Midlands also owns a generation business that
produces electricity domestically and internationally and a gas supply company
that provides natural gas service to 8,000 customers in England.
4. Services Obtained From Associated Companies
GPU Energy provided administrative services to GPU International
Australia in the amount of $278,501, for the three months ended September 30,
1997, in support of the development and management of Solaris' operations.
GPU Service, Inc. provided administrative services to GPU Power in the
amount of $17,803 for the three months ended September 30, 1997, related to the
oversight and management of GPU Power's operations.
GPU Service, Inc. provided administrative services to GPU Electric in
the amount of $229,802 for the three months ended September 30, 1997, related to
the oversight and management of GPU Electric's operations.
5. Services Provided to Associated Companies
A description of services provided by GPU Electric to associate
companies during the period July 1, 1997 through September 30, 1997 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:
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<PAGE>
1. GPU, Inc.'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. GPU Inc.'s aggregate investment as of September 30,
1997 is as follows:
(In Thousands)
--------------
FUCOs
- -----
Solaris Power $123,409
Midlands Electricity plc 569,709
Development projects 283
--------
Subtotal 693,401
--------
EWGs
- ----
Mid-Georgia Cogen, L.P. 39,000
Selkirk Cogen, L.P. 13,835
Brooklyn Energy, L.P. 10,510
Termobarranquilla, S.A 122,750
Empresa Guaracachi, S.A 48,645
Development projects 1,591
-----
Subtotal 236,331
--------
Aggregate Investment in FUCOs and EWGs $929,732
========
2. As of September 30, 1997
(In Thousands)
GPU, Inc.'s Aggregate Investment in FUCOs and EWGs $929,732
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<PAGE>
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
Total capitalization 7,271,907 12.8%
Net utility plant 6,313,363 14.7%
Total consolidated assets 11,043,349 8.4%
Market value of common equity 4,340,884 21.4%
3. GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of September 30, 1997
(In Thousands)
Amount %
------ ---
Common equity $3,173,919 43.7
Cumulative preferred stock 170,478 2.3
Subsidiary-obligated mandatorily
redeemable preferred securities 330,000 4.5
Long-term debt 3,262,825 44.9
Notes payable 334,685 4.6
---------- -----
Total capitalization $7,271,907 100.0%
========== =====
4. Market-to-book ratio of GPU, Inc. and Subsidiary Companies common stock at
September 30, 1997
Closing Market Price per Share $35.9375
Book Value per Share $26.2100
Market-to-Book Ratio of Common Stock 137.1%
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5. Analysis of Growth in Retained Earnings for GPU, Inc. and Subsidiary
Companies: (In Thousands)
Retained Earnings as of 9/30/97 $2,188,770
Retained Earnings as of 6/30/97 2,172,288
----------
Growth in Retained Earnings $ 16,482
==========
Analysis of Growth in Retained Earnings:
Income (loss) contribution from GPU Energy companies $ 121,010
Income (loss) contribution from FUCOs/EWGs/Project Parents (93,831)
Income (loss) contribution from other subsidiary companies (10,275)
Other adjustments (422)
----
Growth in Retained Earnings $ 16,482
========
6. Statements of operations for the year-to-date period ended September 30, 1997
for each of the following Project Parents and Exempt Entities will be filed
separately under a request for confidential treatment pursuant to Rule 104(b):
- Mid Georgia Cogen, LP - incorporated by reference to Exhibit A-11 to
GPU's quarterly report on Form U-9C-3 for the period ended September 30, 1997.
- NCP Houston Power Incorporated - incorporated by reference to Exhibit
A-10 to GPU's quarterly report on Form U-9C-3 for the period ended September 30,
1997.
- Selkirk Cogen Partners, LP - incorporated by reference to Selkirk's
quarterly report on Form 10-Q for the quarter ended September 30, 1997 filed
with the SEC.
20
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-Empresa Guaracachi, S.A.
-Guaracachi America, Inc.
-GPU Power, Inc.
-EI International
-GPU International Colombia, Ltda.
-Solaris Power
-Victoria Electric Holdings, Inc. (Ultimate project Parent which owns a 50%
interest in Solaris Power through Victoria Electric, Inc.)
-Midlands Electricity, plc
-Termobarranquilla, S.A.
-EI Barranquilla, Inc.
-Barranquilla Lease Holdings, Inc.
-Los Amigos Leasing Company, Ltd.
-EI Canada Holding, Ltd. (Ultimate Project Parent which owns a 75% interest
in Brooklyn Energy, LP through EI Brooklyn Investment, Ltd. and EI Brooklyn
Power, Ltd)
-EI Services Canada, Ltd.
-Brooklyn Energy, LP
-EI UK Holdings, Inc. (Ultimate Project Parent which owns a 50% interest
in Midlands Electricity, plc through Avon Energy Partners Holdings and Avon
Energy Partners, plc)
-GPU International Australia Pty Ltd.
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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:
T. G. Howson
Vice President and Treasurer
GPU International, Inc.
By:
B. L. Levy
President
Date: December 3, 1997
