GPU INTERNATIONAL INC /DE/
35-CERT, 1998-04-15
Previous: PETRO UNION INC, 10KSB, 1998-04-15
Next: NETEGRITY INC, DEFS14A, 1998-04-15



                                                            SEC File No. 70-8369


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549








                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS







                             GPU INTERNATIONAL, INC.
                                    GPU, INC.


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

- ---------------------------------------------
                                            :
                  In the Matter of          :
                                            :
GPU INTERNATIONAL, INC.,                    :
GPU, INC.,                                  :  Certificate Pursuant
                                            :  to Rule 24 of Partial
                  SEC File No. 70-8369      :  Completion of
(Public Utility Holding Company Act         :  Transactions
  of 1935)                                  :
- --------------------------------------------:


TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:

                  The undersigned,  GPU International,  Inc. (GPU International)
and GPU, Inc. (GPU), do hereby certify, pursuant to Rule 24 of the General Rules
and  Regulations  under the Public  Utility  Holding  Company Act of 1935,  that
certain of the transactions  proposed in the Application,  as amended,  filed in
SEC File No.  70-8369,  have been carried out in  accordance  with the terms and
conditions of, and for the purposes  requested in, said Application and pursuant
to the  Commission's  Order dated May 17, 1994,  and  Supplemental  Orders dated
December 1, 1994 and September  15, 1995,  with respect to said  Application  as
follows:
                  During the period  January 1, 1998 through March 31, 1998, the
following  letters of credit and borrowings  were  outstanding  under the Credit
Agreement,  dated as of December  12,  1994 and amended on October 5, 1995,  and
further   modified  and   supplemented  as  of  December  1,  1997,   among  GPU
International, the banks named therein, and Citibank, N.A., as Agent.

<PAGE>


         A.  Letters of Credit On February  26,  1996, a letter of credit in the
face  amount of  $30,000  was  issued to  support a bid for a 500 MW  coal-fired
generating  plant in Punjab  State,  India.  The letter of credit  carries a fee
equal to 1/2 of 1  percent  per  annum of the face  amount,  plus a .10  percent
fronting fee. The letter of credit was scheduled to expire on March 1, 1998, but
has been extended to June 30, 1998.

             On February 25, 1998, a $5 million letter of credit was issued
in  connection  with the sale of a 50 percent  limited  partnership  interest in
Mid-Georgia  Cogen  L.P.  The  letter of credit  carries a fee equal to 1/2 of 1
percent  per  annum of the face  amount,  plus a .10  percent  fronting  fee and
expires on December 31, 1999. At closing,  the letter of credit was delivered as
security for GPU  International's  indemnification  of the buyer against any and
all  damages  which  may  be  sustained  out of any  breach  of  representation,
warranty, covenant or agreement made or given by GPU International to the buyer.

         B.  Borrowings On January 13, 1998, GPU International  refinanced a
borrowing in the amount of $1.5  million  which was used for working capital
needs.  The borrowing  bore  interest at 6.09  percent per annum and matured on
February 13, 1998.  At maturity  this  borrowing  was  refinanced  and bore 
interest at 6.09 percent through February 20, 1998. On that date, the borrowing
was refinanced at 6.125 percent and matured on February 23, 1998.
Interest was based on LIBOR plus 50 basis points.

             On January 26, 1998, a borrowing in the amount of $0.5 million
was extended to GPU  International for working capital needs. The borrowing bore
interest  at 6.09  percent  per  annum,  which was based on LIBOR  plus 50 basis
points, and matured on February 26, 1998.

             On January 30, 1998, a borrowing in the amount of $1.0 million
was extended to GPU International. The proceeds from this loan were used to fund
$0.3 million  working  capital  needs and to loan $0.7 million to an  affiliated
company for working  capital needs.  The borrowing bore interest at 6.09 percent
per  annum,  which was  based on LIBOR  plus 50 basis  points,  and  matured  on
February 26, 1998.

             On February 6, 1998, a borrowing in the amount of $3.0 million
was extended to GPU International  which was loaned to an affiliated company for
payment of interest expense on long-term debt. Interest on the GPU International
borrowing bore interest at 6.125 percent, which was based on LIBOR plus 50 basis
points, and matured on March 6, 1998.




<PAGE>


                                    SIGNATURE
                                    ---------

         PURSUANT TO THE  REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935,  THE  UNDERSIGNED  COMPANIES HAVE CAUSED THIS STATEMENT TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
                         
                                                GPU INTERNATIONAL, INC.



                                                By:/s/ B. L. Levy
                                                   B. L. Levy
                                                   President



                                                GPU, INC.
     


                                                By:/s/ T. G. Howson
                                                   T. G. Howson
                                                   Vice President and Treasurer



Dated: April 15, 1998



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission